Teenage Wasteland
by Magladin
Summary: AU: Hopper found El after she escaped the Upside Down but never let her leave the cabin. Seasons 2 and 3 do not apply. Everyone thinks El is dead. Mike is a broken teenage boy, angry and hormonal and he acts accordingly. This is ultimately a Mileven love story so please stick with it. Smut with story/shameless smut/angst.
1. Chapter 1

**This started as a joke, with us thinking Madwheeler was stupid, but then the more we talked about it, the more we thought we could probably make it hot, though we definitely would never forget El. As we were writing it, we realized what a great story it was becoming. We also thought it would go on forever. I started putting it together on a whim but one sentence was just a "D" so I went back to see what was left out and saw that we started this story on October 5, 2018. So fitting that I'm posting the first stuff today. I'm sentimental. I can't help it. I'm posting the first 3 chapters so it's more clear that it is indeed a Mileven story. This was beyond fun and I didn't think I'd be finishing it by myself but I guess that's what will be happening. I feel blue.**

**Anyway, stick with it. I'm really proud of it. I wouldn't trade writing it for anything.**

* * *

Rain fell heavy outside Hawkins High School in the latter part of the morning one Friday in early April. Just before the bell rang to end 3rd period, the door to the janitor's closet opened and out walked Mike Wheeler and Maxine Mayfield. He was tucking his shirt back into his pants. She wiped her mouth with her hand. She looked at him and smiled, though she knew it was forced. Mike just looked at her in disgust. Turning, they proceeded in opposite directions to their next classes, having both skipped almost the entirety of their 3rd period. Mike's cock had been in her mouth almost the whole time.

They wouldn't see each other again until lunchtime. And she'd be with Lucas and everyone else would be there.

Well, not _everyone_.

It had been the beginning of the 3rd period when Mike had excused himself to go to the bathroom. He hadn't returned for the rest of the period, though.

Instead, he had walked past Max's classroom and when he had noticed her sitting in the back, his head had made a jerking motion that had indicated for her to follow him.

She'd wasted no time, not even minding giving an explanation to the teacher as she stormed out of the classroom. They had strategically picked this period; none of them would have attended the same class as Lucas that hour so that had worked just fine for Max. She would never want her boyfriend to know what she had been doing with Wheeler for the last two months or so.

"What is it?" Max asked through gritted teeth as she followed him down the hall. She hated it when he wouldn't slow down so they could walk next to each other, but she understood his reasons at the same time. It would've been too risky.

She followed him anyway with a sigh until they reached the janitor's closet door and that was when he finally turned his head to look at her.

He didn't have to say anything; she already knew what he was asking for and she was willing to give it to him.

She hated herself for it, though. How this stupid, lanky weirdo managed to turn her into a complete mess and moan into the pillow as he would pound her.

It was wrong and she knew it, but she couldn't help it, either.

And the worst part was that she was still dating Lucas and he had no idea about it. She loved him, she kept telling herself that all the time, but a part of her still wanted Mike.

She wanted to feel Mike's hands on her body as he fucked her behind everyone's back. She craved attention that from him was totally lacking. Maybe she was okay with it because she was chasing for his love. Maybe once she had it she wouldn't care about him anymore. But for now, she did.

She cared so much that she just followed him inside the cramped space, closing the door behind her and crossing her arms over her chest.

She could barely find his eyes through the dark, but they were there - cold and staring into her icy ones.

"What do you want?"

She already knew the answer to that, but she wanted to hear it from him.

When El never came back it had done something to Mike. It had changed him. He knew that he would always love her more than anyone else and he was sad a lot. But he was also angry and also a teen male. He knew that Max kind of had a crush on him, even though she was dating Lucas. One part of him felt guilty for what he was doing but the other part of him couldn't seem to get enough. He found out quickly that it turned him on to know he was using her, watching her suck his cock, fucking her when he could, being sneaky. It all made it hotter.

Now they were in the closet and his dick was hard and he wanted to make her gag on it. He wasn't exactly sure what his problem with her was. She was perfectly nice and funny and good looking. She just wasn't_ El_. So he felt like he needed to take his anger about that out on her a little.

"I want to feel the back of your throat with the head of my dick. You need to put it in your mouth. Make that happen."

Max's insides churned at Mike's firm tone. Her pussy was starting to react already, throbbing at the thought of choking on Mike's cock in the janitor's closet like she had already done a few times before.

But that didn't stop her from giving him a hard time. She had stuck around for the few moments of him being kind to her, but this was certainly not one of them.

Narrowing her eyes, she took a step closer to him and whispered. "Say the magic word, Wheeler."

The tone she was using pissed him off but he didn't know why, and then not knowing why pissed him off more.

"Magic word? How about NOW?"

Mike grabbed her hands and placed both of them on his already throbbing dick which was still locked inside his jeans.

"Just fucking say it, asshole," Max spat back but she didn't pull her hands away from Mike's.

Instead, she let them rest over his obvious bulge, cupping his shaft with her right hand while the left one squeezed his balls a little tighter than she probably should have. He might have been a dick to her, but she was willing to play this game and not back off.

"Fuck. Okay. Please suck my cock."

He watched her start to unzip his pants, feeling her hands tease him as she did. She was smirking and he wanted to slap her but he didn't. Instead he got ready, finally feeling his cock being enveloped by her lips. She was still teasing him, only licking the head and playing with his balls. Mike's hands went to either side of her face, his long fingers being gentle. He brushed her fiery hair away so he could have a better view. He was being gentle so when he made his next move he knew she'd be caught off guard. Without warning he shoved his cock down her throat.

"Gag for me. Gag on my cock."

Max's eyes shot wide open as Mike's swollen tip hit the back of her throat violently. It hurt so bad she panicked for a second, but then she realized the perpetrator was none other than the school's stupid nerd. He could easily overpower her, but it didn't scare her at all and especially not now when he was so aggressive and mean all of a sudden. It pissed her off.

Pressing her palms flat onto his denim covered thighs, she managed to pull away from his cock and cough violently. It took her a few seconds to recover, but when she did she grabbed the base of his cock and squeezed it as hard as she could.

"Do that one more time and I'll bite your dick off."

She was serious and threatening in the usual Maxine way that everyone was familiar with.

But seeing Mike have no reaction made her panic on the inside a little. She didn't want to lose him. She kept giving him a lot of chances because she knew that deep down he was just a wounded animal. Just like her. Maybe their reasons were different and maybe she would've had no idea about his if it hadn't been for their friends, but she wanted to fix it anyway. She wanted to make him forget about El once and for all.

"Warn me next time," she added a lot softer this time, letting go of her tight grip on his cock before working her hand up and down. Her lips wrapped around his head again and she eased her way forward until she almost reached his balls, her arms going slack on either side of her body as she started sucking Mike's cock eagerly.

She made sure it was coated with her saliva as she bobbed her head back and forth, the slurping sounds echoing through the small room only making her pussy throb harder.

Mike had gotten what he wanted. She had gagged on his cock. Now she was slurping away and he liked how it sounded. He closed his eyes and imagined it was someone else doing it though. He imagined what her hair would look like now. Surely it would have grown quite a bit. He imagined it was _her _mouth he was feeling, _her_ tongue expertly licking his shaft and teasing the tip as _her_ fingers gripped him and stroked him in time with her sucking.

Then he opened his eyes and for a split second he was surprised to see it wasn't her at all. He was looking down at Max; at his best friend's girlfriend.

Instead of letting himself feel guilty he pushed the thoughts away, concentrating on the facts at hand. He decided to be scientific about it. He was Mike fucking Wheeler after all.

"You're sucking my cock while we're at school. While we're supposed to be in class. They're all learning and you have a mouthful of my dick."

He started with the where and what.

"We're in the fucking janitor's closet and you're going down on me like you need it to breathe. Do you like my dick that much? You're a slut for it, that's for sure."

He figured that was the why.

"And I'm totally going to cum in your mouth. I want you to swallow it all. But not just yet. Keep sucking me like that. I like it when I feel your lips brush against my balls."

That was the how. The _when_ remained to be seen. He knew it wouldn't be too long though. Max may irritate him and piss him off for reasons he was still unclear on but one thing was certain. Max Mayfield could suck cock like a pro.

Mike's words turned her on, it made her feel all fuzzy whenever he degraded her that way. Lucas would never do it and a twisted part of her craved it.

She had figured it was related to her being verbally and emotionally abused throughout her life that a sick part of her was still attracted to the humiliation aspect, but she had gotten used to it.

Even so, she wasn't going to let Mike have the upper hand. She had a few things in mind to tell him about how lame he was. She didn't actually think so low of him, but she hated to think that he could get away with being rude to her without getting a taste of his own medicine. That would have to wait, though.

She couldn't say anything now, not when her mouth was stuffed with his thick cock as he would rhythmically jam it down her throat with every thrust.

She sat down on her knees obediently, waiting for him to finish inside her mouth so she could swallow every drop. His taste was something she had gotten to love more than anything over time and she was more than eager to swallow every bit of his bitter cum.

Her hands went up to his through the dark and she guided them over either side of her head. It was her usual way of telling him he could fuck her mouth while she would stay still and endure it all.

Mike didn't have time to feel bad for being a little mean to her because when she touched his hands with her own he knew that meant he could do whatever he wanted. He knew it wasn't exactly _right_ to take advantage of how she seemed to want to be dominated and humiliated because of her harsh upbringing but he'd be lying if he said it didn't turn him on more to use her, to degrade her even.

And friends don't lie.

He started thrusting in more, kind of loving how she instinctively kept her teeth out of the way while her lips still formed a vacuum seal around his cock and her tongue continued to glide along his shaft, swirling and circling.

"I'm gonna cum in your mouth. I want you to swallow it, Max. Swallow it all. Don't stop sucking until I'm completely empty. Hum if you can do that."

Max's hum reverberated around Mike's cock in an instant. She hated how eager it came off, but there was no turning back at that point. All she could do was brace herself for the rough thrusts that were going to come.

She tried to keep her eyes attached to Mike's face as he orgasmed. He was always so incredibly sexy and today was no exception. His nose was scrunched up, his eyebrows furrowed as he kept his eyes closed and his lips were parted in a way that only made her cunt throb harder.

She waited for him to finish inside her mouth before she could suck him again, swallowing every drop of his acid cum until he stopped shaking.

That was when she started bobbing her head up and down his sensitive shaft, making sure to clean it thoroughly before they went back to the real world. But until then, she gripped Mike's cock and milked it dry, sucking onto the swollen head and smirking at how cute he looked, all spent and overly sensitive.

"Did I meet your expectations, Wheeler?" She asked as she tucked him back inside his jeans. She was aware that he could easily do that by himself, but she felt the need to be nice to him. _Maybe he'll reciprocate it_, she thought to herself.

Still breathing heavily and recovering from just having cum so hard down her throat, Mike grunted.

"That'll do for now. Next time I'm gonna fuck you though. You're so quick to go down on me here, what _won't_ you do?"

He knew he should probably be at least cordial to her after the blowjob she'd just given him but he couldn't stop being an asshole to her. She had even redressed him, tucking his spent cock back into his boxers and zipping him back up. Still he was cold.

"You're good at sucking cock. I'll give you that."

They were about to leave the closet.

Max only huffed in response. She wished she could just hate him and tell him to go fuck himself, but she couldn't. His approval was something she had constantly sought for since day one and it pained her to realize she hadn't gotten it yet.

So she became just as bitter, remembering his little monologue from earlier.

"You said I'm a slut but don't get it twisted, nerd. _You're_ the side piece and that kind of makes you _my_ slut. I mean...at least _I'm_ in a relationship," she faked a smile and brought her hand to Mike's smooth cheek. She wanted to lean in and just kiss him, but she bit her tongue and tapped the soft skin instead. "Unlike_ you_," she added, her tone bitter.

They both knew she was referring to how incapable he was of getting over El and of being in a real relationship. He was going to be angry, she figured, but he deserved it this time.

Mike could feel his blood start to boil. Just her simple insinuation of El; it made his heart rate increase. Without realizing it he had balled his hands into fists. He stepped close to her, looking down at her, his nose almost touching hers. If someone had seen them they would assume the two were about to kiss.

Mike tried to keep himself together, saying each word slowly and deliberately.

"Don't you _ever_ talk about her. You could never be even _remotely_ as good as her and I don't want to ever even hear you speak her name. Do you understand? Am I being _clear_?"

At some point time during his speech he had moved his hands to her upper arms and he was squeezing tighter with each word.

The look on Max's face brought him back to himself and he frowned and let go of her.

"Just…please don't ever talk about her. Not in some way to try to hurt me. It hurts enough already that she's not here."

His voice was soft now, full of longing and pain.

Max was horrified. In the short amount of time she had gotten to know Mike so intimately he had never done something like this before. She knew Eleven was a touchy subject, but she would have never expected him to snap like that.

It pained her emotionally and physically. His words stung so much she tried to fight back tears and his fingers clutched to her skin so harshly she didn't know how to react at first.

As she was about to tell him to back off before she would punch him in the nose, he pulled away and she could feel so clearly how much he was hurting.

She knew what missing someone meant. It might not have been the same, but she missed her father more than anything and it struck her then that she wouldn't want anyone even remotely mentioning him.

It was obvious it was the same for Mike, but it was still unfair how he always chose to treat her.

"Get. Over. It."

Her jaw was clenched as she whispered the words before pushing him away and leaving the janitor's closet first, with Mike closely behind her.

She didn't let the pain show, though. A fake smile formed on her features as she wiped her mouth one last time and strutted to her locker.

**····**

As the bell for lunch rang the students started spilling out of their classrooms.

The Party sat together like they always did. Lucas and Dustin were the first to their table. They were first on most days.

"I'm just saying, it could happen. I mean look at what Eleven could do." Dustin was trying to make a point to Lucas.

"Dude! Watch out. You can say that now but when Mike gets here you have to zip it. I know that powers are possible. We _all_ do now. But you can't remind him of her. He's having a hard time still and it's been like almost five years."

They sat at their table waiting for the rest of their friends.

Max made her way to the lunch table. She was by herself, just like she always was if her group of friends, including her boyfriend, wasn't around.

When she had almost reached Dustin and Lucas, she ran into Will and Mike making their own way through the cafeteria.

She became rather angry all of a sudden as she remembered her earlier conversation with Mike after sucking him off. It hurt to know she was still nothing to him compared to Eleven, but she would never show it.

Not even now when she deliberately pushed Mike out of her way so she could sit next to Lucas. It took all of her willpower to keep a straight face as Mike stumbled forward and almost spilled his tray before she sat down next to her lover.

"Hey."

Her voice was soft. Lucas had that effect on her, being able to bring her soft side to the surface and make her less grouchy. She smiled at him before leaning in to capture his lips in a kiss.

Mike was out of her peripheral vision, but she just hoped he was watching them.

Mike saw the entire exchange and tried to nonchalantly watch Lucas to see if he seemed like he thought anything was off about Max's kiss. She _had _just had a mouthful of Mike's own cum after all.

"Hey, Lucas, do you want to play D&D this weekend?" He addressed his question to the others too. "Dustin? Will? What do you say?" While he was asking the guys he was looking at Max; his eyes silently telling her what he really wanted.

Max squinted her eyes at Mike's proposal. He'd always do that, purposefully leaving her out of the picture and never asking her if she wanted to come over as well.

Everyone was used to it by now because they thought they knew how Mike felt about Max. More often than not he didn't mean any harm, they figured. He just still had a hard time coping with their childhood trauma and Max happened to join the Party at an unfortunate moment. That didn't exclude her from their activities. It was a silent agreement that she would always be there with them as Lucas' girlfriend and as their friend. It just happened that Mike never really addressed her.

"I'm in," Will mumbled through a mouthful of food.

Before Lucas could reply, Max intervened.

"We might be busy, nerd."

Her hostile attitude didn't go unnoticed by the others, but she didn't bat an eye as she wrapped her arms around Lucas and kissed his neck, making eye contact with Mike for a split second.

**A/N: This story is pretty much finished, I'm just going to add a few chapters to transition better. I'm not going to post it all at once. It's pretty long already though.**


	2. Chapter 2

Mike still had almost three hours before his friends would be at his house for the D&D campaign so he went into the basement.

Her fort was still there. He had never been able to take it down. He made himself comfortable inside it, noting how much he'd grown and thinking she would have grown too.

He laid his head on the same sleeping bag she'd used.

"I really wish you were here, El. I miss you so much. I know I only knew you for like a week but, El? I know I love you. I'll never love anyone like I love you. I just wish you were here."

Mike lay down in the fort. He closed his eyes and before long he was asleep.

**····**

After defeating the Demogorgon and getting both trapped in and then freeing herself from the Upside Down, El had been relieved to find the kind policeman who left food for her. He was grumpy, but he made sure she had what she needed and he certainly wasn't anything like _Papa_.

But after a while, she realized that he wasn't ever going to let her go out. He was keeping her hidden. He'd say it was too dangerous, reminding her of The Bad Men, and it scared her enough that she didn't often question it. She didn't know he was trying to make up for something he'd lost long ago, and he didn't realize he was holding on too tightly to ghosts.

She'd visit Mike in the void but if Hopper found her doing it, he'd take the TV away and she'd be grounded. Her powers using the void had become a lot stronger. Now she could actually touch whatever or _whomever_ she might be visiting and if she wanted them to, they could also feel her. It had taken a couple of years to develop and while it was overly exhilarating to be able to touch Mike if she visited him, she'd only let herself do it occasionally. She'd tell herself she was content to just look at him, wanting to never cause him to be in any danger. Only, sometimes she snuggled into him. Sometimes they made out. Sometimes she couldn't _not_ touch him. But of course, sometimes it got out of hand, and it always seemed to go wrong when her emotions were high because of distress and not because of excitement. She'd found this out one night a while back when she wanted to visit Mike but wasn't sure what time Hopper would be home. She spied on her new father and, having had so much sickening worry that she might get caught, somehow made herself visible to him. He knew immediately what she'd been up to and she was grounded for it. She didn't want that to happen again.

Hopper had left for work just in time for El to put the blindfold on. It used to be her Friday ritual; knowing that Mike wasn't going to do any homework for the next day thrilled her because she didn't have to go through hours of calculus just to admire him.

Fridays were special. Sometimes he would have his friends over for a D&D campaign. Sometimes he would lay in his bed the entire evening. Sometimes he would visit Max.

Eleven's jaw clenched at the thought of the ginger girl. Hopper had taught her that hate was a strong word and maybe she didn't _hate_ Max after all, but the girl was certainly not her favorite.

When she had visited Mike inside the void once and had seen him on top of the freckled girl, biting into her collarbone as his hips would gradually snap faster against her bare ones she had realized they weren't _just friends_.

And it hurt her so much she stopped visiting him altogether. She had spent her nights crying and visiting Max in the void instead to find out more about her. Coming to the conclusion that Max was just a troubled kid, Eleven hated to admit the fact that she wasn't so bad. Besides, Mike didn't seem to care about his special friend that much.

The idea was reinforced whenever she visited Max and Mike was around. He was cold and nothing like he had been to her younger self during that week they had spent together. And he was undoubtedly more affectionate in his dreams than he had ever been to Max in real life.

Mike had never told Max he loved her, unlike he would repeatedly say to Eleven as he held her tightly to his chest in his dreams. The corrupt thought made the telekinetic girl smile.

It had been two months since she last visited Mike's dreams and she couldn't hold herself back any more. She was dying to feel his embrace on her delicate form and so she blindfolded herself and turned on the TV.

It didn't take long until she found him, laying inside the small tent like he had religiously done for the last five years.

Mike was dreaming. He _had_ to be. Only in his dreams was he ever truly happy, because in his dreams El was there. It all felt so _real._ His arms were around her and he could even smell her.

"I really miss you, El. I wish I could sleep all the time so I could feel like you're with me. I don't know how I always dream about you but I wouldn't trade it. It's my favorite time of the day."

Mike could even smell her hair. Her_ hair_. It smelled like strawberries.

Eleven's heart felt full. Every time she would visit him the butterflies in her stomach didn't cease to appear. Even though she had done this for almost five years.

They had taken a break, though. This was her first time seeing him in two months and he was just as beautiful and warm as ever, holding her so tightly in his arms she thought she might break.

"Did you miss me?"

Her voice was coy and nervous as she nuzzled against Mike, her hair tickling his face.

"I always miss you. I miss seeing you and talking to you. I miss how you listen to me. You always understood. Now you're gone and it sucks, El. I'm so unhappy without you. I think about what it would be like if you were here and then I'm even sadder because you're _not_ here. But right now I feel like I'm really holding you and I never want it to end."

Mike hugged her tighter and then shifted so he could look into her eyes.

"I'm always gonna love you. More than anything."

Eleven let out a smile, but it never reached her eyes. They indicated nothing but pain and misery, anger even, as flashbacks of Mike and Max being together flashed before her eyes.

She was still unsure whether she should believe him or not. He looked like he was suffering as he spoke what seemed to be the truth, but her heart was still confused.

She wasn't going to mention any of that, though. She wasn't here to ruin the scarce moments they spent together. His voice and warm embrace were two of the things she had missed the most and she didn't want their interaction to end so abruptly.

So she kept her mouth shut as her eyes examined his, watching the tears threatening to spill down his cheek and she brought her hand to his face, her thumb running across the lips she had missed so much.

"Show me, then. Show me how much you love me."

Mike wanted to do as she asked but on some level he thought she wasn't real and on another level he felt guilty for doing things with Max. He felt a little like El was too good for that, even though it was _her_ face he saw whenever he closed his eyes and it was _El _he thought about while he was using Max.

But a kiss could surely be okay, even if it _was _just a dream.

Mike lifted her chin and their noses rubbed together a bit. Their lips were hesitant. El was clearly waiting on him to make his move. He finally brushed his lips over hers, then again, and then El's arms were around his neck and he almost forgot where he was. He was so lost in the kiss. He couldn't stop thinking about how _real _it felt.

El sighed over his lips as their tongues mingled together. They had made out in the void before, but it still pleasantly surprised her every time it happened.

She adored tasting him as their hands fumbled all over their bodies. His were currently around her waist and caressing her lower back while still keeping her frame glued to his chest. Hers were gripping his hair the way she had seen Max do it. Mike had pretended not to like it, but El had seen the look on his face when the ginger haired girl had done the gesture.

So she replicated it now, tugging on the curled edges of his black strands until his head tilted.

"I know what you like now, Mike. I've seen you."

She was still afraid to mention Max's name but she usually got away with admitting the truth when she was visiting him in the void. He'd still think it was just his imagination.

"Do you like having your cock sucked?"

The word still sounded so foreign rolling off El's tongue, having heard it only a few times before when she had been spying on Mike.

"I can do that for you," she whispered close to his ear before pressing her fingers flat on his chest until he was laying down in the small fort, her thighs on either side of his hips.

"What? El I can't ask you to do that. We can't do that, even if this _is_ just a dream."

Mike pushed her hands away, trying to not notice the hurt look on her face. He failed.

"El you're just, I don't know, so _innocent_ and I can't take advantage of that. I'll wake up and you'll be gone and what I'll miss most is having you in my arms."

Mike continued, trying to ignore the large tear that was dripping down her cheek.

"And as much as I'd like to do other things, I just think since it's not real it would make me sad."

_Why do I hate myself so much right now if this is a dream?_ Mike's mind screamed.

El watched him in terror, warm tears spilling down her cheeks even after he stopped talking. She couldn't speak, only gazing at him as he propped himself on his elbows to look at her.

It was still Mike. _Her_ Mike. Even if he had just refused her, he was still so soft spoken and gentle and nothing like he had ever been to Max.

And why did it still hurt? Why did he still choose Max over her?

_Because it's real. _She's_ real_, her brain yelled at her and she could feel the pang in her heart at the thought of not being able to offer Mike what he so much wanted in real life.

"Are you sure, Mike?"

She persisted, her hand now boldly moving over his cock and stroking it through his sweatpants. She wiped the snot dripping down her nose with her free hand and watched the boy underneath her intently.

"This feels real to me," she mumbled and brought both of her hands to his growing erection and massaged it the best she could.

"El, no you don't need to do that." Mike took her hands in his, removing them from the growing bulge in his sweatpants.

"Please don't cry. God, why is _my _dream making you cry? I'm sorry. I don't want to ever degrade you, even _dream_ you. I love you too much, El. I promise."

"She was right. You _are_ such a pussy," Eleven spat out, using yet another term she had once heard Max say in reference to Mike.

After going through the horror of watching Mike and Max hooking up for the first time, she had also taken part in the moment in which Mike had tried to back out. Max had called him names back then and had tried to provoke him and it had certainly worked.

"And you don't love me. You just say you do, but you don't!"

She was crying ever harder, her voice loud as she clenched her hands into tight fists and slammed them against Mike's chest. She barely used any force, but it was enough to let some of the anger and pain out.

Mike let her be upset, absorbing her tiny forceful punches. He was confused, not knowing where she might have picked up the new words or who she'd meant when she'd said _she was right_. This was a dream, right?

"I _do _love you, El. Please don't be upset. This isn't even real!"

Mike tried to hold her but she wasn't having it. Her face had that look...the one that could kill a man.

"It is! It is as real as it can get! You can feel me touching you, can't you?"

She yelled from the top of her lungs as she struggled to free her hands from Mike's. Tears ran down her cheeks uncontrollably, her wavy hair following each violent movement as hazel strands stuck to the edges of her lips while she screamed at the terrified boy.

Finally managing to overpower him for a split second, she gripped his wrists together and shook him slightly.

"I love you so much it hurts, you...stupid! Look at me! Look at me..."

Her voice was getting gradually softer as she continued to bawl and beg Mike for his attention.

"Just...use _me_. Just like you do with…_her_. Let me be her," El's eyes pleaded but all that came out of her mouth were small hiccups as her chest heaved.

Seeing her in so much pain, Mike couldn't take it anymore. He just wanted to wake up.

"El, I love you. I'm gonna wake up now. I can't see you like this."

Mike's voice was soft and he wiped the tears from her cheeks.

"I hope you're in my next dream though. I'm sorry I hurt you."

"Please don't leave...I missed you. I missed you so much," she frantically wrapped her arms around him and sobbed against the side of his neck.

"El, I have to. I'm not_ leaving_ you. I'm just waking up. This is my dream." Mike inhaled, wanting to keep her scent in his nose. He'd take any chance to hold her close. He hated that she was begging him but she felt so real in his arms.

Eleven nodded in defeat. She sobbed for a few more seconds in his arms before she disappeared as quickly as she had appeared, her form evaporating into scentless smoke.

A thin trickle of blood ran down her nose and she wiped it away after taking the blindfold off, not bothering to also deal with the tears. There would inevitably be more to come.

····

Mike sat upright with a jolt. He was in the fort and the blankets were all messed up, like he'd been thrashing around...or like there had been someone else in the fort with him.

He remembered his dream so vividly and he felt sad. But as he was climbing out of the fort, stretching his long body, his friends came bouncing down the stairs.

After a good amount of hours spent playing Dungeons and Dragons, Mike had offered to drive all of his friends home after Will had mentioned that his mom insisted he got home safely.

Dustin was the only one besides Mike to get his driver's license and all of their other friends depended on them for rides back home.

Even so, Mike had rarely used the car, mainly because it was his father's. Not being able to afford a car of his own meant he would sometimes still bike to school or let Dustin take him home.

But it was his turn now and as they were all packed inside the vehicle, he stopped to drop Lucas off first since he lived the closest to his house.

"Thanks, man," he said from behind the driver's seat and patted Mike's shoulder before turning his attention to his girlfriend who was sitting right next to him.

"Can you sneak out tonight?"

His voice was a whisper but they were all so cramped everyone heard him.

Max gave him an apologetic smile and leaned in for a kiss, her hands stroking his face as she whispered back.

"Not tonight. I'll drop by tomorrow."

As soon as Lucas got out of the car, she saw Mike glancing at her from the rear-view mirror. She had purposefully refused her boyfriend because she had other plans in mind. Plans that didn't involve him.

After fifteen more minutes, Dustin and Will were also dropped off in front of their houses after saying goodbye to their two remaining friends. They didn't think anything of Max being the last one to be driven home since there were only two main routes and Mike had decided to take the one that would lead to Will's house first. _So your mom doesn't get worried_, he had explained unfazed.

Max was still sitting in the back of the car, unsure of what to say next. She and Mike had exchanged subtle glances throughout the night and even though she knew what was about to happen, it still felt weird being all alone with Mike without having his cock down her throat or up her cunt.

Mike didn't drive to Max's house. He turned onto a small dirt road that led into a field. He stopped the car beside some trees and knew they couldn't be seen. It was nighttime anyway.

"Come on. Let's talk." Mike got out of the car and opened the back door for Max. He didn't really have any intention to talk but he was trying to not be a dick. As they stepped in front of his car Max went to sit on the hood, thinking they were going to talk, but Mike grabbed her wrist and pulled her to him. He kissed her. He could tell she was surprised, that was hardly anything he ever did, but then she was kissing him back so he knew he'd get what he wanted.

The kiss became problematic though because as it went on, all Mike could think about was kissing El in his dream. It still felt so real to him. And she had wanted to do things with him and he had refused. _Why the fuck did I say no? What kind of wastoid am I?_ Mike started to get angry. Max was _not_ El.

But she was there and goddammit he was hard.

He spun her around. He was pressed against her back and his hands snaked around front, quickly unfastening her shorts and roughly pushing them down, over her hips. They dropped to the ground, leaving her in just her panties and sweater.

"You want this? Is that why you were giving me looks all night?"

Mike was touching her over her panties.

"I can tell that you do. Your panties are wet. You'd better take them off."

Mike stepped back to give her room. He could have pushed them down himself but he wanted to make her do it.

Max felt exposed as the cool breeze hit her pale legs. She wasn't cold though. If anything, she felt the opposite, her freckled skin burning from the inside out at Mike's command.

She took her red bikini panties off and spread her legs further apart subconsciously.

He was right. She wanted this more than anything but it still infuriated her when he acknowledged it and voiced it out.

Looking over her shoulder, she found the strength to fight back using her words.

"And that's why you so _accidentally_ put your filthy hand on my ass inside the basement when no one was looking? Get over yourself, loser. You're not that great."

She didn't sound confident, though. It didn't help that her juices were already running down the insides of her thighs.

"Wait. You know what? If you're gonna talk to me like that then I'm gonna make you beg for this cock. You want it? Get on your knees and take it out. Get it wet."

Mike was a little surprised when she dropped to her knees in front of him. She usually didn't take his shit without a fight. He reached down and started to pull her sweatshirt over her head.

"You don't need this, do you?"

He wasn't really looking for an answer though. He wanted a better view. Without the shirt she was naked, wearing only her shoes, and he could hear the dirt shifting under her knees as she moved.

"Yeah, get it wet. Then I'll give you what you want."

He knew he was only partly telling the truth. He was definitely going to fuck her hard but he didn't care if she came or not.

Max's whole body was shaking in anticipation. As wrong as she knew it was, she sometimes got off on being treated so poorly.

It turned her on so much that she started by spitting on his shaft, her eyes never leaving his. Behind all of the disgust she was trying to emanate, she was clearly excited about everything that was taking place.

Her lips wrapped around his cock tightly and she sucked eagerly, saliva drooling down her chin as she tried to fit as much as she could inside her mouth.

But Mike was still talking and therefore still getting on her nerves. As much as she enjoyed being dominated, she hated that a nerd like him had the audacity to do it so nonchalantly.

Releasing his shaft with a _pop_, she looked up at him.

"I keep telling you to stop talking shit when your pathetic excuse of a cock is so close to my face, but you never listen, now do you?"

The frown creasing her forehead only deepened as she spoke.

"Then why don't you take it out of your mouth? You sure don't suck on it like it's a poor excuse. Stand up. I'll show you what a poor excuse for a cock can do."

Mike pulled her from her knees, jerking her arm. They were still pretty close to his car so he pushed her down over the hood, kicking her legs apart gently.

He reached between her legs to feel how wet she really was.

"Fuck you're wet. What, do you like it when I'm mean to you or something?" Mike was smearing her juices around, all over her pussy and ass, as he spoke.

He lined himself up behind her, knowing she could feel his hard cock. He was making her wait, only putting his dick between her very wet pussy lips.

"Tell me what you want."

"I don't take orders from losers like you," she uttered weakly.

Her whole body was squirming, her ass pushing back against Mike until the tip of his penis rubbed over her soft spot.

"You'd better put your fucking dick in, Wheeler."

Her warning was futile and she knew it. Even if he decided on being even _more_ of an asshole, she was certain she would still end up begging for him to pound her. She was too wet at this point to not do it.

Mike was annoyed. She was being a bitch and it only reminded him more that she was _so not_ Eleven. He was also still mad at himself for saying no to El, even if it _had_ been just a dream.

And he was so hard right now. He could feel her warm pussy trying to pull his dick inside even as she was threatening to just walk away.

"Take this then, slut. You should see yourself right now. You are naked, bent over my car, you're cunt is trying to suck me in no matter what your mouth says. I'm a nice guy. I might as well give it to you."

He didn't even warn her as he pulled back slightly and then thrust in hard, filling her in one stroke. He held himself inside for a few seconds.

"My cock is in you now." He was leaning over her, breathing in her ear. "Is that what you wanted?"

Max gasped, her eyes going wide at the intrusion. The initial pain was only intensified by Mike keeping himself buried to the hilt and it hurt so much she had to reach behind her back and try to push Mike's torso so he would take his cock out.

Her efforts were in vain though. He didn't budge at all and she knew he was waiting for an answer.

"Y-Yes."

She sighed in relief when Mike finally withdrew his cock only to shove it all the way back in and repeat the motion. It hurt so good she braced herself for the rough pounding, her hands gluing to the still warm hood of the car.

Mike knew he was probably hurting her but he was so angry he didn't care. And he had to admit to himself, she felt good. Like, _so_ good.

As he pulled back the fourth time he thought maybe he should be just a little more gentle, but he wasn't going to stop saying things that would make her mad.

He pulled her up so that she was standing, still fucking her from behind, though more gently now. He was using long, slow strokes and he knew that if he hadn't been holding her up she wouldn't have been able to stay in the position.

He wanted to whisper in her ear as his cock slid in and out of her.

"You're such a slut. You blew Lucas off so you could fuck me tonight. What kind of girlfriend does that? But you're tight and I like that. Do you like fucking me more than Lucas? That's what you're good for. You wisecrack and you fuck."

Mike knew that would piss her off but she was also sighing and moaning as his dick rammed into her. He squeezed her breasts.

If she hadn't been so turned on and hadn't felt so good because of Mike's cock pounding her from behind, Max would've been infuriated with everything he had just said. And as much as he tried to make her admit the obvious truth, she would never do it. Lucas didn't deserve that.

But she _did_ feel like a slut for doing it. In the rare moments she had gotten the chance to be alone and contemplate, her mind swirled with thoughts of guilt for what she was doing to her boyfriend.

She loved Lucas more than anything. He was genuinely the only good thing in her life. But he would never do what Mike did to her. He would never treat her like the slut she was and Max needed that to stay grounded.

She needed the abuse she had endured from her family like she needed air. But now that Billy was out of the picture, she relied on Mike for that. He wasn't half as evil as her step-brother, but it did the trick.

Especially now that she was moaning like the whore she was, rocking herself back on Mike's shaft as she tried to urge him to go faster.

Unbeknownst to Mike and Max, they had a spectator.

El had used the void to see what Mike was doing. She was hating herself for trying to force him into things he hadn't been comfortable with and she just hoped she could find him asleep so she could carry on a conversation with him in his dreams. It was the only possible way for them to actively communicate.

But much to her shock, he seemed more awake than ever now that he was fucking Max from behind in the woods...only ten feet away from El.

The tears formed in an instant as she watched helplessly. Her heart was pounding so hard against her ribcage she felt like it could explode at any given second and all she could do was try to breathe but her throat felt stuck to the point she was getting dizzy.

Mike was getting into it, letting his cock pull almost all the way out and then shoving it back in. He was still squeezing her breasts so both of his arms were around her, embracing her. He was biting and sucking on her neck.

Something made him look up and he stopped moving entirely. His eyes were locked with Eleven's. She was so close he could see the tears in her eyes. His lip instantly started to tremble. His arms dropped away from Max and he stepped back. But then El disappeared. Mike didn't feel like fucking anymore. He only wanted to cry.

Max felt him slipping out of her dripping hole and slowly retreating.

"What the fuck, Whee-"

She stopped mid-sentence, watching the horror on Mike's features as he gazed into space absentmindedly. Her eyes followed his gaze immediately but she couldn't see anything. Only trees and bushes.

"Hey, what's going on?"

She was afraid. Whatever it had been, it seemed serious to the boy standing in front of her.

His penis was flaccid and his eyes teary and even though Max couldn't wrap her head around what had just happened, she still found it appropriate to close the space between them and grab his hand tightly. Her tone was gentle as she tried to make him look at her.

"You're scaring me, Wheeler. Please talk to me."

"Um, it's...nothing. I just thought I saw...a ghost I guess."

Mike pulled his pants back up and was already fastening them back.

"Listen, I'm sorry. I...shouldn't have called you those names. Come on, I'll take you home. I can't do this today."

Mike picked her clothes back up and handed them to her.

"I'll wait in the car."

"Okay..."

Max didn't buy any of his crap. She'd been around this town enough to know that it hadn't been a ghost.

Watching him leave, she sighed tiredly and put her clothes back on. That was definitely not how she had envisioned this night to go on, but a part of her felt relieved to hear Mike's apology. Moments like this made her stick around after all.

The ride back home was awkwardly silent. Not that it was any different from all the other times they had been stuck together without being able to fuck.

Once he stopped in front of her house, she grabbed the car door handle and lingered for a few agonizing seconds. She wanted to tell him it was going to be okay and that he had to get over her eventually, but she bit the inside of her cheek to stop herself from doing any more harm.

"Thanks," she mumbled and left the car right after.

After Mike dropped Max off he drove home where he fell into bed and let himself cry. He knew he'd seen Eleven. Or more worrisome, El had seen _him._ As he was fucking Max. He wasn't sure how that was even possible but he knew it had been real. Or maybe he was going crazy. Either way, the only solution at the moment seemed to be to cry.

At some point he must have cried himself to sleep.

**A/N: Sigh. Poor El. **


	3. Chapter 3

**I forgot to mention that this story was written well before season 3 (not that season 3 plays into this thing at all). The last day we worked on if was April 9, 2019. Anyway, I had the name Teenage Wasteland picked out well before any trailers that included Baba O'Riley. **

* * *

Eleven's small bedroom had become a mess. The fact that Hopper had a 24-hour shift had given her the opportunity to unleash every ounce of anger she had accumulated because of what she had seen earlier.

And yet, her blood was still roiling with nothing but pure fury. She was exhausted to the point she couldn't shed a single tear more, but her heart sure still felt like crying.

She needed to see Mike. He was the only one who could make her feel better even though he was the one who had caused her misery in the first place.

It didn't take long until she was able to find him in his dream, in bed and sleeping like an angel. Her smile was painful as she approached him, her weight dipping into the empty side of the bed before her hand touched his bony shoulder with reluctance.

Mike stirred, feeling something next to him. He rolled over and opened his eyes. He had to be dreaming again because lying next to him was Eleven.

And she looked like she'd been crying.

"El?" Mike moved a shaky hand to her cheek. After the day he'd had, he didn't care if it was just a dream. He needed to see her and hold her so badly.

It became a habit for her to melt against Mike's touches, but this time she wasn't going to allow it. Her hand slapped his away before he could reach her cheek and the sound echoed through the void.

"Don't!"

Her voice sounded harsh and fueled with anger and it didn't take long before she started crying again.

"You lied again! And friends don't lie!"

She yelled even harder, her upper body hovering over Mike as they were mere inches away from each other.

Visiting Mike in his dream was something she had hoped would soothe away the pain, but she didn't expect to become so angry upon seeing him.

To her, he was the same Mike. The same loving and caring boy that had found her years ago and she couldn't believe he had the guts to act the same now after everything he'd done.

"Why did you refuse me? You said you loved me," she cried even harder, her hands now grabbing both his shoulders as she shook them.

Maybe this _was_ a dream. Maybe it was his id and his ego engaged in battle. Or maybe he was just fucking _crazy_. But at that moment, whether real or not, El was there in his bed, shaking his shoulders and yelling at him, crying, and Mike felt thankful still.

He decided to just go with it. Even if it was some strange dream, he could still think and rationalize and he knew he didn't want to wake up feeling like he had when he'd taken a nap earlier that day.

"El, I'm so sorry. I'm weak and you aren't here. She doesn't mean anything to me; that's why I do it. I need _you_. I'm sorry you saw that."

Mike tried again to touch her face. He was fighting back his own tears.

"If I could have _you_, you're all I'd ever want. I wouldn't even need friends. You'd be all I ever needed."

"You have me! You've always had me!"

Her jaw was clenched as she spoke, her hands finding his again before he could touch his face. Their fingers intertwined as she tried to keep him in place and she was gripping them harder than ever, her fury taking over her.

She didn't want to mention the earlier incident in which her emotions had gotten the best of her to the point she had become visible in front of Mike while he was fucking Max, but she couldn't ignore the subject either.

"So why won't you want me?"

She continued to yell before yanking her hands away from his so she could take her shirt off.

Her bare chest was illuminated by the dim light of the moon that entered Mike's bedroom and she knew she would have been more self-conscious if she hadn't been so angry.

"I'm a woman, too. So why don't you want me?"

She wiped her runny nose before grabbing Mike's hands again and forcefully placing them over her perky boobs. She was aware they weren't as big as Max's and maybe that was why Mike continued to choose the ginger girl over her, but she figured that if he had loved her as much as he pretended to, he could have easily overlooked that aspect.

"They feel real, don't they? Why won't you take me? Even if it's just a dream..."

Her voice became gradually softer as she spoke, but the grip she had on Mike's hands over her breasts remained just as firm.

Mike thought this must be what dying felt like. El was in front of him, crying and yelling at him because she was so hurt, hurt because of _him_, and it was killing him to watch her suffer. He felt his heart break when she ripped off her shirt, clearly wanting something he'd refused to give her. Dream or not, Mike knew that _this_, all the pain she was exhibiting, was caused by him.

She had hastily and roughly placed his hands on her breasts. He knew he needed to make her feel better, even if it wasn't real. This might be all he'd ever get of her, these dreams, so he really shouldn't waste them trying to be altruistic.

"El, you're perfect." Mike started to squeeze her breasts lightly. "I _do_ want you. You're the _only_ one I want. But I can't have you. Usually. You're here_ now_ though. Would you want me?"

"Yes," she sobbed out of control, her eyes never leaving Mike's.

The tears forming inside the corners of his eyes didn't go unnoticed by Eleven and a part of her believed him. Maybe he was being this gentle because he truly loved her, but that didn't make her any less hurt that he still did those things with Max and not her.

"I want you to touch me like you touch her."

It had become an unwritten rule for her to never mention Max's name even though she still reminded Mike of what he had done.

In a swift motion, her thighs went to either side of his legs as she sat down on his crotch. She'd seen Max do it to Mike once before he had told her he wanted them to fuck so she just hoped she could squeeze the same feeling out of him right now.

"I want to feel you, Mike..."

She trusted him enough to let go of his hands as she pleaded, hoping that his fingers would continue to cup her breasts in ways that made her rub her front over his manhood.

Mike knew it was a dream but he was ignoring what he knew. El was straddling him and he was getting hard. She wanted him, that was clear. He didn't know if his guilty subconscious was trying to drive him mad by making it seem so much like El had seen him every time he'd done something with Max but right now all he could focus on was how she felt on him. How her legs felt on either side of his waist, how her small hands felt gripping his, how her breasts felt under his hands.

It wasn't like it was with Max. This was worlds better.

"El, I'll do anything. Whatever you want. I just want you to stay."

Mike pulled her down and kissed her before she could reply. His hands traveled down her back, going slowly so he could feel her skin. As he got to the waistband of her pajama pants he hesitated. They were still kissing but he had to ask.

"Are you sure?"

A nod was all El could do at the moment as her head buried in the crook of Mike's neck. She was amazed at how much her abilities had developed over years of visiting him. She could clearly smell him and the scent had remained the same throughout the years. It smelled like love and comfort to her, the two things he had provided her with when he had sheltered her years ago.

Eleven kissed Mike back. Her lips applied pressure over the pulsing juncture of his neck and she could tell he was just as nervous as her.

"I want us to be as close as you are with her. I want you to be inside me, too. Please do it."

Her plea was a soft whisper, her lips traveling over his before her tongue entered his mouth. That was the only thing she had managed to perfect so far so she felt confident in the act. Her right hand went to his hair as she manipulated his head the way she wanted and lapped at his tongue expertly.

Mike pushed her pajama pants down over her hips, sucking in a quick breath as he realized she wasn't wearing anything underneath them.

El helped him, kicking them off the rest of the way once they fell around her knees.

She was looking down at him, smiling her little half smile that had always made his heart melt.

He took a minute to look at her. She was no longer a child, but neither was he. He traced his hands over her, wanting to touch her everywhere.

Then he pulled her back down so he could kiss her. Kissing dream El was never a disappointment.

While he was kissing her he flipped their positions, landing on top of her as he rolled them.

"I've wanted this for so long. Tell me if I do something you don't like. I want to make you feel good."

He hadn't removed his own pajama pants yet. He wanted to make sure she was ready. He couldn't take his eyes off of her as he ran his hand along her thigh.

_I'm about to touch El's pussy,_ Mike thought, gulping.

He watched her face as he made first contact. As his shaky fingers brushed against her lips, which were smooth and bare, as though no hair had ever even grown there, she sighed.

He took that as a good sign so he started to let his fingers dip in more. He could feel that she was already getting wet.

"Okay, wow, you feel amazing. I'm gonna put my finger inside you. Just relax."

He gently inserted one finger. His thumb had found her clit and he was bumping it, barely touching it. As his finger went in he rubbed her clit just a little more.

"Is that okay? I'm not hurting you am I?"

El shook her head so Mike added another finger. She was so tight, much tighter than Max. He shook the thought away, not wanting to think about Max while he was with El.

"Oh my god, you are so beautiful." Mike was watching her face as he stroked his hand back and forth, moving his fingers in and out.

El moved her hands to the waistband of his pants and Mike looked down, watching as she slid them over his hips. His eyes glanced back up at her face just as she saw his dick. She was clearly surprised. Mike smiled.

"Don't worry. I won't hurt you."

"I know."

Their eyes locked for a moment and El couldn't see anything but love and lust written on his features. She had been wrong; he wasn't lying about his feelings for her.

"I want to touch it."

Her hand aimed for his erection and before Mike could even react she was already stroking it. She'd seen his dick before, whether she had been spying on him whenever he had been lying in bed and had been jerking himself off or when he had been fucking Max.

But feeling it pulsing in her palm was different. Her lips parted in awe as she watched the slick tip popping out of her tight fist with every stroke and she sank in every little detail about his penis, trying to be aware of what to expect when it was going to enter her.

"Is it going to fit?"

She seemed nervous as she looked up at Mike and felt stupid for even asking. Of course it was going to fit. If Max had been able to do it, then so would she. She would do anything to have Mike the way _she'd _had him.

Mike couldn't speak at first. Having El touch his cock felt better than he'd ever imagined. He watched as she studied it, loving how interested she was. She'd always been interested in everything about him. He thanked his subconscious for letting him have such an amazing dream.

"I'll go slow. If it hurts just tell me," he finally managed to say.

He was still mesmerized by watching her small hand jerk his hard cock. Her fingers were covered in his pre-cum, which only made him want her more.

"Are you ready? Because um, I can like, wait, but I kind of really want to feel this slip inside you. If you want to."

"I am."

Eleven smiled wholeheartedly. She was anxious, but she had been dreaming of this moment for way too long to say no at this point.

Her legs spread wider on instinct as Mike positioned himself between them, aligning their bodies in a way where the head of his dick was already applying pressure to her entry.

She squirmed slightly before trying to meet him halfway, but she didn't expect it to feel so real. It hurt like it would have probably hurt in real life and this was another thing that she hadn't been aware of while visiting Mike in his dream. Sure, his kisses felt real and her body was on fire every time she would feel his touches, but she hadn't anticipated the endless possibilities of their interactions to feel so genuine.

The pain only intensified as he continued to gently push himself further into her, but she took it better than Mike had expected.

Once he was fully buried inside, her arms wrapped around his neck and she placed a gentle kiss on his lips, seemingly more relaxed than moments before.

"You can move," she urged him with nothing but love and reassurance.

_Holy shit, my cock is inside El and it feels so real!_ Mike pushed in slowly, watching her face the whole time. Even if it _was_ just a dream, he wanted to remember everything.

She was taking it. At first she'd had a look of pain on her face and Mike almost stopped the whole process but then she'd wrapped her arms around him and kissed him and he knew she didn't want him to stop.

"I'm gonna move slow. Just tell me if you want me to speed up or do it harder."

Despite how badly he wanted to sink himself deep and then really fuck her, he wanted to please her more so he made sure to be gentle. At least until she asked for more.

Eleven nodded, unable to make the small smile plastered on her face disappear. Even if she still felt a slight pressure inside her core, she was way too eager to be bothered by the discomfort.

She was finally having Mike the way she'd wanted. He was finally inside her and fucking her just the way he'd been fucking Max. _Or maybe not_, she thought. This in no way correlated to the way he had ever treated the freckled girl. His moves were slow and gentle, his voice soothing as he tried to reassure her in different ways that he would never do anything to hurt her.

And El liked the idea of it. She liked being the only one Mike was so careful with, but at the same time she couldn't ignore the tingly feeling in her lower region.

"Faster," she instructed over his lips, her hips pushing upwards so she could feel him deeper.

"Okay. If you're sure." Mike increased his pace, pulling almost all the way out before thrusting back in. He was holding himself up with his arms, trying to be as soft as he could, as though she was made of porcelain.

"Mike...faster."

Her lips lingered over his but she was no longer kissing him. Her eyebrows furrowed as she felt him slip in and out of her so slowly it became agonizing.

As much as she loved the idea of Mike loving her with all his might, she didn't enjoy feeling him hold himself back. She knew what he was capable of, she had seen him pound Max into the mattress until she was nothing but a moaning mess and El wanted Mike to have the same burning passion for_ her_.

Huffing in slight annoyance, she carefully removed Mike from her form and made him lay down on his back before she climbed on top of him.

"I'm not gonna break, you know."

Her arm went between their bodies until she reached for his cock and positioned it at her entry. She looked him in the eye the entire time and Mike's breath caught in his throat when he noticed how her lips pouted.

He felt like he had failed at making her feel good so far, but the thought soon vanished when she impaled himself on his cock and moaned, her lips curving upwards in what seemed to be pleasure.

"Oh, is that how you want it?" Mike no longer cared that this was some dream he was having. It all felt so _real_. So he decided to see what it was like to let himself go. Eleven was everything to him and as he watched her and felt her sink down onto his cock, watching her face and seeing that she liked it, he thought to himself _she's the Madonna AND the whore,_ and it turned him on even more.

"You want to be fucked? Is that it? Show me what you want." Mike's hands were gripping her hips as she started moving faster, clearly used to how it felt to have his cock inside her.

"Oh, fuck, El. You feel so good. You're so tight."

Eleven propped her hands on Mike's bare chest for support as she rocked herself back and forth on his cock. It was nowhere near as fast and hard as his business with Max went down, but El felt like they might get there sooner or later. Even if it wouldn't happen today, she wasn't going to let him get away until she got what she wanted.

She looked down where their bodies were joined and she moaned before his words hit her ears and she smiled.

"Am I tighter than _her_?"

She heaved, partially afraid of Mike's answer. She was scared she wasn't anywhere near as good as the other girl, but that didn't stop her from questioning the boy beneath her.

"Tell me, Mike. Does my pussy feel better?"

Mike was shocked. This must be his mind melding together all of his thoughts and feelings. But it was just a dream and _holy fuck_ it was hot to hear her ask that. He answered truthfully.

"Fuck, you're the tightest ever. You feel so much better. You're all I think about when I fuck her, unless she pisses me off and I feel like punishing her."

Mike continued, because the more he talked the harder she fucked him.

"Or wait, do you want me to be like that with you? Would you want me to use you like that? Because I could try but I love you too much to be mean to you. But if you want to be really fucked, I could do that."

_It's just a dream after all._

Even though El continued to fuck herself on Mike's cock, she couldn't help but blush at everything he was saying.

She'd always wanted to have Mike entirely, whether that meant him being gentle or pounding her so hard it took her breath away.

But ever since he'd been sneaking around with Max, all she could think of was Mike doing the same to her.

"Please do it. Fuck me harder than you've ever done it-" _to her_, she added to herself but refused to say it out loud. She preferred this to be about her and Mike only.

That was all Mike needed to hear. He pulled her down to him fast, not letting his dick slide out of her. He kissed her hard.

"I try to never kiss her. I mean, I _have_, but it's only to get something I want. You're the only one I want to kiss," he whispered right before he flipped them both over, leaving El on her back underneath him. He didn't try to support his weight this time, letting his body press fully against hers as he started to slam into her harder. He could feel her breasts squished against his chest.

"Holy fuck, either this dream is fucking with my head or my cock was made for you. This is the best feeling ever. Do you like it? Do you like how it feels when my cock is inside you? It's so hard because you're so _hot_. I never want to stop."

His words were coming in the same rhythm his hips were moving. He was going balls deep every time now. Hearing El's moans only made him fuck her more intensely.

"I can tell that you _do_ like it. Fuck, you're the sexiest thing ever."

"I like it," El whimpered in pleasure, her hands roaming all over his back before she settled them on his ass and encouraged him to go as deep as he could.

The pain was still there, but the pleasure was so overwhelming that everything else became insignificant at that point.

"And I think...you _were_ made for me. My pussy was made for you," she managed to mumble between heavy breaths and had decided she liked _this_ the most; feeling Mike's bare skin burning over hers while he pounded her hard into his bed's mattress was an indescribable, yet palpable experience. It all felt so real.

Mike kept fucking her hard, his bed squeaking with his forcefulness.

"See if you like this."

He pulled out of her, not failing to notice how she looked suddenly disappointed when he did. He pulled her up and off the bed. He was behind her and he took a minute to wrap his arms around her, hugging her tightly.

"You can just tell me if you don't like this," he whispered as he held her.

Then he pushed her forward so that she was leaning over his bed. He ran his cock over her ass before letting it come to rest between her legs. She squirmed as she felt him there. Mike used one hand to line himself up.

"El, put your hand between your legs so you can feel me slide my dick back into you."

She did and Mike's cock twitched when he felt her touch him. The feeling combined with him squeezing his rod into her tight hole was almost too much.

But he wasn't gonna cum yet. No way.

Once he was inside he held on to her hips and started to speed up.

El could barely hold herself from falling face flat onto the sheets as one of her hands continued to feel Mike's cock slipping in and out of her pussy. It was almost too much to bear, the end of her palm pressing on her clit while she was being pounded from behind.

She didn't want to finish like that, though.

Raising herself up until her back was flushed against Mike's chest, her hands traveled to his so she could guide them over boobs. She wanted to be fucked just like _her_.

"I wanna cum on your cock like this."

Her back arched enough that her ass stuck out, giving Mike the opportunity to fuck her as hard as he could.

Mike thought it was the most perfect dream he'd ever had. This was exactly what he pictured every time he closed his eyes, especially when he was using Max, wishing so much that it was El he was fucking.

And now it _was_, and she wanted him to do it like this? Doing it this way meant he got to fuck her _and _hold her. He liked how it felt to know he was the only thing keeping her from falling. He liked how she trusted him.

Every single time he'd fucked Max in the same position he'd kept his eyes closed to keep his mental images all Eleven.

"You're so good at this. I fit inside you so perfectly and you sound so good when my cock makes you moan. I hope it feels as good for you. Because, El? This is the best feeling ever. Nothing can match it. You want to cum on my cock? Do you have any idea how sexy that is? How much I want that too?"

He reached around and covered her hand, which was still rubbing her clit, with his own, their fingers working together.

Mike slowed his rhythm so he could get deeper. He was holding her against him with one arm over her chest and the other around her waist so that his hand could play with her.

"I'm not gonna cum until you do then. All I want right now is to feel you cum all over my cock and to hear how it sounds when you do." He was close to her ear as he spoke softly, kissing her neck just after.

Eleven thought she knew what to expect from her own orgasm. She'd done it before, touching herself late at night or when Hopper wasn't at home. The object of her fantasies had always been Mike and she would have been lying if she had said she hadn't done it even more often ever since she had seen him together with Max. She hated being turned on by it at first, but she had grown to accept the twisted feelings that took over her as she laid in bed and touched her clit thinking of Mike doing those things to her instead of to Max.

But now that she was experiencing it, she had obviously underestimated the effect he had on her. It felt irrefutably better to have his own hand playing with her soft spot while she was being pounded from behind.

"Mike...I'm gonna cum. Please cum in me after. I want to feel...your cum inside me," she pleaded through powerful strokes, her fingernails digging into Mike's arms as he continued to fuck her with long and hard thrusts.

"Oh, Mi-Mike...I'm..."

She was an utter mess, her thighs forcing Mike to stay inside her as she came harder than ever, her knees shaking while he continued to support her.

Mike couldn't believe what he was hearing. It was the best sound ever, hearing her announce that he was making her cum.

"Holy fuck. You're cumming on my dick. I can feel it. Oh, shit, El. I can't...oh fuck...cumming...El, I'm cumming in you..."

He was so out of breath that he panted his words. He had just felt her cum all over his hard cock and it had made him erupt harder than he'd ever imagined. Definitely harder than he'd ever cum with Max.

He held her close to him as they both tried to control their breathing.

"I love you so much. You're the only one I'll ever _really_ want. I wish I could have you."

He kissed her shoulder and then the two of them both collapsed onto his bed. Mike loved how she immediately snuggled against him.

"If this was real I'd always be happy. I know it's a dream but it's the _best_ dream."

_Maybe one day it will be real_. El didn't dare to say it out loud. Mike was smart and she had already sensed his doubts about his dreams. The last thing she wanted was to put Mike in danger and so she was forced to keep herself quiet.

"I'll have to go soon."

Hopper was supposed to get home early in the morning and she didn't want to get caught visiting Mike again.

"But I'll be back, I promise."

She allowed herself to stay there for a few more minutes and feel Mike's heartbeat against her ear. Their limbs were tangled together as she lay her head on his chest, their spent and naked bodies heating each other and she was certain she had never been happier in her entire life, even if Mike thought none of this was even real.

**A/N: It would suck to wake up after a dream like that, I must say. Everyone in this story is having a hard time.**


	4. Chapter 4

**I'm posting two chapters today because there are a lot of chapters in this story and because I have them to post. I'm hoping to finish up the basement story this week and then I can focus on finishing this one. I have a feeling I need to add more than I originally thought. Hazard of something starting as a joke and ending up really special...**

* * *

The warmth of late April crept into the school via the open doors. The weather had been nice lately, the rains giving way to warm breezes, and the windows and doors were left open on a lot of occasions. It wouldn't be too long before it was too hot for that but for the time being, the teachers thought it was nice to have the subtle breezes blowing through the halls and to be able to smell the flowers in the flowerbeds outside. The bell not having rung yet, the high school corridors were almost empty, Max and Lucas were the only ones standing in front of his locker as their voices echoed through the bare halls.

"I'm not some fucking bimbo!"

The locker door was slammed shut by Lucas before he finally turned to look at his girlfriend. She was angry, her brows furrowed as she clenched her notebooks to her chest and looked at him in disbelief.

"I was just suggesting. You don't have to be a bitch to me, okay?" He shot back at her, his voice aggravated.

When he had told Max that she should wear skirts sometimes he hadn't thought much about it and he had clearly not anticipated such a bad reaction.

His words stung though and Max was on the verge of tears despite the fierce façade.

"Asshole," she whispered through gritted teeth before storming off in the opposite direction of Lucas.

She was mad beyond words and couldn't even understand why and the fact that the school bell just rang didn't help her find an answer to the initial problem because now she also had to deal with the crowd of students and push them out of her way.

One of them happened to be Mike. She was able to tell because he was refusing to move aside, which not many people had the guts to do.

She gulped, her bright blue eyes staring back into his for a split second. Mike could intimidate her at times, but she was way too furious to be bothered by that now.

"I know you have the key to the AV room. Be there in ten minutes and you'd better fucking be there," she warned, fully aware that there were too many loud people in the hall way for someone to hear their conversation. Her hand shoved him aside right after as she made her way to the bathroom.

Mike was a little surprised. She wasn't usually so demanding. He could tell that she was super pissed about something. He did indeed have a key to the AV room and his next class was art, a stupid elective for him, and none of his friends were in that class. He could definitely skip and not be worried by it.

She'd seemed so annoyed that he thought maybe he could really benefit. Maybe he should feign caring and see what he could get out of it.

The thing with El had all been a dream. He was sure of it. Okay, it had been the _best_ dream he might ever have in his lifetime but she was gone and he knew there was no way he could have her.

Max was into his cock though, she liked how he talked down to her, and he liked how he got to fuck a girl. So he was always up for messing around with her. He'd always be hopelessly in love with Eleven.

But Eleven was in the past and in his dreams. Max was _here_. And she wanted to meet him soon. And she seemed mad. Mike would be there.

Max hid in the bathroom stall the entire break. She couldn't get over her argument with Lucas and although she was far from crying at this point, the anger still coiled in the pit of her stomach.

When the school bell rang and the corridors were clear, she rushed to where Mike was supposedly waiting for her and she was relieved to find him sitting on the desk, his ankles crossed as he quirked up an eyebrow upon her presence.

The key was already in the door knob and she used it to lock them inside, contented that Mike had already pulled the blinds down.

Her clothes were soon scattered on the floor as she approached Mike before she unzipped his pants. She didn't bother taking them off, only freeing his limp cock from his boxers before she started massaging it. Her eyes refused meet Mike's as she only focused on working up his cock with slow strokes and she was pleased to see it coming to life. That was her cue to put it in her mouth so she did, her tongue flicking on the underside on his shaft before she finally glanced up at him.

Mike had known their meeting would most likely turn sexual but Max's surety excited him. Usually it was him who initiated things, although he knew for certain she always wanted to.

He watched as she took his cock out of his pants and was helpless as it started to get ever harder in her hands.

"Oh, fuck. What spurred this? Don't get me wrong, don't stop, but why are you, oh shit your tongue feels good, doing this right now?"

"None of your business," Max mumbled through a mouthful of dick before she took it from between her lips and started licking it thoroughly. She wasn't going to tell Mike about her love issues. Even though he was practically their friend, she had always considered it best to keep this twisted affair separate from her relationship with Lucas. She felt the need to protect it from Mike's mean remarks, although she was aware that he was only being a dick to _her_ and never to Lucas.

And she didn't even want to talk about that now. Not when his cock throbbed against her tongue in ways that only made her pussy wet.

But Mike's bashful demeanor didn't last long and Max soon found her head trapped between his large palms as he tried to keep her in place and fuck his cock in and out of her mouth. She wasn't having any of that today. Although it turned her on to know that Mike wanted to deep-throat her, her tone was bitter and mocking as she spoke after shoving his hands off.

"You don't get to do that today, nerd."

Standing up, her eyes scanned the room before she found an extension cord and she yanked it off the wooden desk. Mike seemed taken aback as she approached him again, her fingers playing with the cord while she took slow, deliberate steps toward where he was sitting and jerking his cock in a tight fist. Her smile was present, but it was obvious that she was still not at peace.

"You seem extra angry today. You need me to lessen that frustration? I don't know what you were planning to do with that cord but I have some ideas that'll make you forget whatever it is that made you mad."

Mike reached for the cord and pulled it from her hands. She'd probably been planning to tie him up but he wasn't going to let her do that. He was still sitting on the edge of the desk.

He hopped down, his cock bobbing. It was still wet from Max's mouth. He was in front of her in an instant, running his hands over her breasts. He was being gentle but knew soon things would take a bit of a rough turn.

"I don't think there's ever been a naked girl in the AV room before. And I _know_ no one has ever been fucked in here. Not the way I'm gonna do it."

There was a heavy metal shelf by the wall and Mike pushed her toward it, spinning her so that her back was to him. He raised her arms and held them in place one at a time while he used the cord to secure her wrists to the shelf. He made sure not to tie her too tightly but she definitely wouldn't be going anywhere.

"No, don't even-"

Max gasped before her legs followed Mike to where he wanted. Her plan of tying him up had apparently failed as she found herself trapped in front of the shelf, her exposed ass right in front of Mike's crotch.

She made a small whimper sound that only emphasized her frustration as she kept her thighs together, squirming and trying to free herself. She wasn't against the idea of Mike binding her with the extension cord to the shelf, but it was still annoying that he went against her plan. She would have lied if she had said it didn't turn her on, though.

"There, now you won't go anywhere. Not that you would. I know what you want."

As he spoke Mike was still running his hands over her. He could feel how hard her nipples had gotten and it wasn't at all cold in the room. His hands went lower until one was on her hip and the other was lingering right above her pussy, but not touching it yet.

"I'll take the whole hour if I want to," he murmured into her ear.

His cock had different plans though and was twitching every time it touched her ass as he moved. _ Well, she doesn't have to know I can't wait that long._

"No, you won't."

Max's breath caught in her throat. She wanted so desperately to be touched but Mike was still teasing her and she didn't know whether to push her front over his palm or her ass against his hard cock. All she knew was that she wanted to come into contact with a part of him that would release some of the tension that had built up. If only he hadn't restrained her arms.

"Hmm, you sure are moving a lot for someone who's tied up. Is there a reason for that? Are you trying to reach something?"

Mike teased her more, knowing exactly what she wanted and what she was trying to do.

"I'm sure you wouldn't keep running that mouth if I wasn't stuck here."

She knew that was a lie. Mike was regularly teasing and degrading her whether she was able to fight back or not. Her legs parted slightly while she tried to reach Mike's cock but he was purposefully backing up so she wouldn't be able to.

"Mike, please," she mumbled in defeat. She had rarely referred to him by his name, but today was a desperate situation because all she wanted was to forget about her argument with Lucas.

She said his name. Mike thought that was odd. He glanced at his watch and noticed that he did kind of need to hurry up. He moved his mouth close to her ear.

"Well since you asked nicely." He touched her then, dropping his hand lower.

"Fuck. You're so wet. Are you more turned on because you can't move your arms or because you're just craving my dick?"

He bent his knees slightly so that he could allow his cock access to her slippery pussy, so covered in her own arousal. He was coated with her juices and could easily slide himself back and forth, still not entering her and giving her totally what she wanted.

His hot breath fanned over her shivering skin and she had immediately regretted addressing him that way, but her redemption came quickly.

"Just fucking do it, jerk," she spat out, relieved that she found the strength to be genuine again despite how badly she wanted to be fucked.

Mike chuckled. "There's the bitchy girl I know."

Her legs were spread already so Mike just inserted the tip of his dick into her.

"Now close your legs and suck me in."

Max did. With her legs closed she was even tighter and he held her hips with his hands, keeping his pelvis glued to her ass as he started to rock them both back and forth.

He thought she looked sexy tied to the shelf, completely at his mercy. Her arms weren't so far above her head that he couldn't bend her at the waist a little so he could get deeper.

"Does my cock feel good? Is it taking your anger away? You want it to be your personal magic wand?"

"You wish," she moaned, her ass pushing back against him but was disappointed to feel the fabric on her cheeks.

"Take your shirt off."

Mike complied while his cock was still inside her and she sighed as soon as their skin came into contact. His was burning hot, unlike hers who had been exposed to the cold air for a while now. It only turned her on even more and she sought the warmth over and over again, her hips pushing back to meet his thrusts.

"Can't...be...too...loud," Mike whispered, his cock starting to slam into her with more force. He covered her mouth with his hand. Her skin was smooth against his chest and his mind flashed to Eleven for a second, making him frown, but then he brought himself back, forcing himself to stay in the moment...and at the moment he was balls deep in Max and she was tied to a shelf in his precious AV room.

"I might even let you cum today. I'm feeling generous. And then every time I'm in here I'll know I made you cum standing right here. And you'll know it too."

Max's eyes popped wide open as Mike's large hand covered her moaning mouth. All she could do was mumble against it now that he started slamming his cock faster and stronger inside her slick cunt.

She lamented into his palm, hissing and gasping at every particularly hard thrust that he would make against her ass and she knew it was going to be stinging red once they were done.

From their position, with how he had her legs together and how hard Mike was now fucking her, his own legs were almost as wet as hers.

"Fuck, I'm gonna reek of sex in my next class. You'd better make me blow hard. Make this worth my time and..._effort_." He emphasized his last word by thrusting in hard and then pulling her back onto him as much as he could. Her feet almost came off the floor.

As Mike noticed that when he'd pulled her back her feet lifted a little, he did it again. She was basically hanging on the shelf and sitting on his thighs. He removed his hand from her mouth so he could keep her there while still being able to move his cock.

"Be quiet."

He let one hand slide to her clit.

"If you're quiet I'll let you cum. I'm gonna cum inside you when you do. I don't even care if that's okay with you."

Max was usually against him cumming inside. She was on the pill already, but she had always feared that Lucas might want them to have sex and notice someone else's cum oozing out of her pussy. But today that wouldn't be the case, she was still mad at her boyfriend for wanting to change the way she was and then calling her a bitch, so Mike was more than welcome to fill her up with semen.

So she complied with his orders and tried to be as quiet as possible while he pounded her into oblivion. But she soon found it too difficult to stay silent while her feet were swept off the floor and his firm grip on her body was the only thing that kept her in the air. Her ass was slapping against his thighs with every forceful thrust and the fact that he was currently abusing her clit didn't go hand in hand with their agreement.

"Oh, shit...that feels so...good," she couldn't help but moan, her inner walls starting to contract around Mike's cock. He really _was_ going to make her cum, she realized.

Mike didn't usually care to try to make her climax but there was something about being in the AV room, about how she looked tied to the shelf, something about how she'd demanded that he be here waiting for her that ignited a desire to feel her cum all over him. That and wanting to always have the knowledge that he'd made her cum in his AV room while they were supposed to be in class.

And now he could feel it. Her legs were trembling on his as her cunt tightened, rhythmically pulsing and massaging his hard cock.

That was all Mike could take.

"Fuck, yeah, cum on my cock. My cock makes you cum the hardest. Oh shit."

Mike felt himself cumming and a half a second later was gripping her hips even tighter and pulling her down as he emptied into her. It took him almost a minute to completely unload and pull out.

"My jizz is dripping down your legs," he said as he picked his shirt up.

"Uh...I'm still stuck?!" Her tone was exasperated as she squirmed and tried to free her wrists from the constraint caused by the extension cord. The more she moved, the more she could feel Mike's cum running down her legs.

"Maybe I should just leave you here. Let the school know what a slut you are." He was kidding but she couldn't see him.

"Oh, here." Mike undid the knot on her right hand. "You can do the other one."

He couldn't help but notice how red her ass was from how hard he'd been slamming into her. He resisted the urge to touch it.

"Better hurry. Bell's gonna ring soon."

"Yeah," she replied exhaustedly before starting to put her clothes back on.

"Thanks for coming." It took her a second to realize the innuendo and she added in a hurry, "here. I mean- in the AV room." She was mortified for a second but hearing Mike's laughter loosened her up and they grinned together. As much as they both seemed to hate each other, they were still sort of friends.

"Lucas told me I should start wearing skirts," she blurted all of a sudden, her gaze avoiding Mike's. She found it hard to discuss issues regarding her boyfriend with him but they seemed to be on the same page today. "I'm not like that, you know..."

"I doubt he was trying to make you mad. He loves you, Max. He thinks you're pretty no matter what you wear but he probably was just wondering what you'd look like in a skirt. But he's also _Lucas_, he's not gonna back down from an argument. You should just give him a break. Don't be so hard on him. I see the way he looks at you. It's like I used to look at-"

Mike hung his head, then shook it.

"Trust me. He'd do anything for you. He's lucky that he has someone to do anything for. You are too."

"I know..."

Max could feel her heart breaking every time she remembered that Mike was still in love with someone he'd spent time with for just a week. It wasn't because she was in love with him; that was far from the truth. She still loved Lucas with all her might, but she felt bad for Mike. Their other friends would sometimes mention how different he used to be before Eleven left and although Max didn't know him back then, she could tell he wasn't in a great state of mind right now.

"Maybe she'll come back one day," she murmured, almost afraid of his reaction. Eleven had always been a touchy subject, but she felt the need to comfort him just the way he'd tried to comfort her about Lucas moments ago.

Mike was feeling melancholy all of a sudden.

"I see her in my dreams. It kind of fucks with my head but at the same time I don't want it to ever stop. And you know what's weird? She's like, our age. Her hair is longer. It's like my dream version of her looks like she would look now. If she was still here."

"That's better than nothing, I guess." Max offered him a sympathetic smile. She couldn't fully grasp the concept of dreaming a grown up version of someone, but the way his eyes sparkled with hope and longing made her realize that it didn't even matter because Mike loved this girl from his dreams.

The bell rang right when she was about to grab his hand and hold it and she was relieved that it startled her to the point she retracted her arm. Even though they sometimes fucked, something as casual as holding hands was still awkward and probably inappropriate for them both.

"You should go. I'll leave after it rings for class."

"Yeah. Um, see you later. That was...yeah."

With that, Mike was out the door and headed down the hall.

**A/N: Mike really is still our beloved Mike, this is just a different side of him. If he thought for a second that Max didn't want what he was doing, he wouldn't do it. **


	5. Chapter 5

**Just wanted to mention that not all of Mike's dreams are El visiting him. Sometimes they are straight out of his own brain. This is one of those times. **

* * *

As of late, sometimes Mike's dreams had become quite surreal. He of course didn't realize that sometimes he wasn't really dreaming at all; that sometimes El was visiting him and what he thought was a dream was really a manifestation of how her powers had improved and how she could use them. But only El knew for certain when those times were and she didn't visit him _every_ night. He'd been asleep for a while one particular night but his dreams hadn't been anything special. He was dreaming now about being in a girls' locker room of all places. He was hiding behind a small partition and he watched the girls' field hockey team come in from practice. The girls swiftly disappeared though, leaving only two.

Mike watched as Max and El started stripping off their gear so they could shower. Much to his shock, El grabbed Max's hand and pulled her toward the shower stall. The warm water soon started dripping down their naked bodies and Mike couldn't believe that they were pressed against each other, their breasts touching as they smiled.

They weren't even speaking and now they definitely couldn't speak because El kissed Max's lips, their mouths open and Mike could definitely see the girl he loved so much languidly sucking on Max's tongue.

Max wrapped her arms around El's smooth body, her hands soon moving to El's already wet hair as they kissed. She gripped the sides of El's head lightly so she could maneuver it, tilting it so her tongue could slide further inside El's mouth.

"Wait until I get you back on the bench," Max breathed between kisses, her tongue only coming out of El's mouth enough for her to speak.

"Maybe I can't wait until then," El replied mischievously before biting Max's bottom lip. She lingered for a while, nibbling on the plush flesh before her mouth moved lower down south. Her knees bent as she started kissing Max's right breast while her hand massaged the other one.

Mike was watching from a distance, scared to be seen peeking on them, but even that didn't stop him from groping his hardening cock to release some of the tension.

He continued to watch as El went even lower until she was sitting down on her knees and parting Max's legs enough to admire her pink pussy. Her finger traced the outer lips curiously before she pressed her mouth to them. It was like kissing Max on the mouth; her lips and tongue making the same motion on her pussy before she pulled back and looked up at Max.

"I want you to cum on my mouth before we're done. Will you do that for me, please?" She seemed so innocent and eager to please the ginger girl, her stance showing nothing but obedience and lust.

Max stood looking down at El, positioned between her legs and currently running her fingers softly over Max's pussy.

"Okay. Make me cum then." Max looked her in the eyes as she touched her cheek.

Mike watched, hidden, just a few feet away. He saw El's tongue start to tease Max, her completely shaven pussy welcoming El's tongue. The water was still falling on them as Max spread her legs apart more.

El leaned her face into Max's hand before kissing it. They looked like they were in love and Mike frowned at the scene, suddenly upset that he was completely out of the picture.

He quickly got over it though when he noticed as El went back to Max's pussy and began licking it thoroughly, wet lashes made by her tongue going up and down between Max's labia before she seemed to focus somewhere under her clit. Mike figured El was pushing her tongue in and out of Max's hole now and considering the way the freckled girl was moaning he assumed he was right.

Max seemed like she wanted to watch everything. She finally had El's head between her legs and she could look down and watch her lapping at her cunt.

"You want me to cum in your mouth? You should use your hand too. So we don't run out of hot water."

Hearing them talk to one another might be the end of Mike. He thought his mind might explode right there.

"Then let's stop wasting it," El smiled and pressed one last kiss to Max's pussy before standing up and turning off the water.

Mike watched the girls going back to the locker room. They walked right past him as if he wasn't even there and that was when he realized he could do whatever he wanted. And right now all he wanted was to jerk himself off.

He pulled his cock out and started stroking it slowly while El pulled the readhead closer to her. They were both standing next to a wooden bench but El decided to kiss the other girl again while her fingers traveled down between their bodies until they reached Max's cunt. She plunged two fingers in and Mike could see how the action split the other open and he moaned unabashedly, the moment too erotic for him to keep quiet. His hand started working faster on his cock, his fist tightening around his girth.

Mike watched as El's fingers moved in and out of Max. He could hear both of them sighing. Then with El's fingers still inside her Max pulled her closer and kissed her.

They were both still wet, their hair dripping water onto the floor.

Mike could see water droplets glistening on their bodies as they moved.

Then without breaking the kiss Max started to push El backwards. There were gym mats stacked up and she was walking El backwards toward them.

As El's knees hit the edge of the mats she fell back, Max on top of her.

"This will be better than the bench," she explained as she moved to El's neck.

"I want to have room to rub my clit on yours."

Mike's jaw dropped.

El nodded and Mike could easily see how excited she was when Max straddled her hips. She kept her legs spread as wide as possible and he figured it was because it was easier for Max to reach her clit from that position.

He didn't miss the moment in which El's hands came into contact with Max's ivory ass cheeks, kneading the soft flesh with her fingers.

He watched, his hard cock in hand, as Max's pussy came into contact with El's. In this dream they were both shaved, or waxed, Mike wasn't sure what the fuck girls did, but he could see that they were both bare and from where he was standing it looked like their pussy lips were kissing.

Then his mind started fucking with him.

"Mike doesn't fuck you like I can, does he?" Max was saying as she started to rub herself back and forth on El's mound. He could see how wet they both were...and not from the water.

"No," El whimpered under Max's body, her hands guiding the girl on top's ass back and forth so their pussies could come into contact.

Mike continued to stare in awe, not even bothered that someone could fuck El better than he could. Everything was too hot for him to be mad and he stroked his cock faster, his mouth parting the moment he brought his other hand to his balls and he cupped them firmly.

What startled him was when he accidentally made eye contact with El and that was when he realized they could in fact see him. At least he thought El could. He stopped for a second, mortified that they would end it all because he was there. But instead, he was dumbfounded to see El grinning at him.

"You can join us, Mike...it's okay. Right, Max?" She tilted her head back to look at Max and fondled her breasts.

"You like watching us, Wheeler? Like watching me trib your girl? She's really good at it too. It's like she likes it _more_. Right, El? You can come closer so you can see. Should we let him touch us, El? It's up to you. If you want to just make him watch that's fine with me. He needs to see how you look when you're really feeling good anyway."

Mike knew he should have been annoyed, what with Max smirking at him, but the entire time she kept gyrating her hips and their pussies were rubbing together and he could hear squishing noises and El really _did_ look sexy as fuck while it was happening so being angry was the last thing he was.

"But look at his face. He really wants it."

El pouted as she looked at Mike and he couldn't even tell if she was mocking him or being serious. He didn't care though. All he wanted was to at least get a closer look so he knelt down before their bodies. His mouth was agape as he stared at Max's pussy lips spreading over El's, their swollen clits kissing over and over again.

He didn't dare to do much, only letting his fingers trace over Max's ass and El's pussy, teasing them lightly while he continued to caress his cock with faint strokes.

Max stared talking again. Mike was behind them, watching the show up close.

"He's touching us, El. Damn his fingers are long. He fucks me sometimes you know. He's an asshole about it but sometimes I cum really hard. I bet he'd always let you cum hard. And here he is now. Look at how hard he is watching us."

Mike stood up, feeling bold, and started to lightly rub the tip of his cock over Max's ass crack, all the way down until he could feel the heat from their locked pussies.

"He wants to play. Should we let him?"

"I say we should. But only if he promises to be a good boy. Do you promise, Mike?" El asked over Max's shoulder, her eyes twinkling with mischief.

"I promise," Mike mumbled way too quickly. He got closer to them in an instant, his cock rubbing both their pussies before he buried it right between them. He placed his hand on Max's lower body and guided her until she was flushed against El, their boobs pressing together.

He guessed they were now kissing since neither of them teased him anymore, so he started rubbing his member between their cunts. Max's outer lips enveloped around his thickness while he stroked Eleven's clit with the underside of his cock.

"Oh shit, what's he doing? Fuck, Wheeler, that is, oh fuck, your cock is between our pussies?"

Max grinded herself onto him, pressing him more into El.

"Okay I'll let you do that, but only because El asked and only because, oh shit, it feels good and I feel sorry for you."

The feeling of being smothered in their pussy lips was undeniably the hottest thing Mike had ever encountered. They were moving as one being.

He wondered if they'd be up for letting him fuck them both while their wet pussies were still flush against each other.

El moaned as Mike stroked both their pussies with his cock. She wrapped her arms around Max's body, caressing her back until she let her hands rest on her ass cheeks and pull them apart.

Mike looked down in awe, gazing at El from time to time only to see her staring back at him, her pupils dilated from overstimulation.

"Mike...put your cock inside me, please. I want to feel her on my pussy again," El pleaded, her eyes never leaving his as she bit into Max's shoulder gently.

Mike couldn't refuse her request. He'd promised himself he'd never do that again. When El bit Max's neck a tiny bit of cum shot out of him but he was mostly staying in control.

He ran his hands over El's smooth thighs, which were still pushed back by her head, and gave her what she'd asked for. It was a tight fit and he could still feel Max on him. With Mike's cock inside El, Max feverishly brushed her swollen clit against El's, like they were reaching for each other.

"Oh, that's right, Mike. Fuck me. He's a good boy, see?"

He could hear the joy in El's tone as she was talking to Max and he moaned, his head collapsing onto Max's back for a second as he tried to get used to the feeling of El's tight cunt.

When he raised himself back up he didn't waste any time in giving El what she had asked for, his cock fucking her with slow and deep thrusts that left her groaning. Her voice was muffled so he could only guess she was kissing Max again, his mind trying to picture how hot they looked sucking on each other's tongues.

"He's free to fuck you, too, Max. He can fuck us both. His cock is covered in my juices and it's gonna enter you. I _want_ them to enter you."

Hearing El saying that only made Mike push himself further inside until he could hear her breath getting caught in her throat and he smirked, proud that he was doing a good job.

"Yeah, do it, Wheeler. Shove that big cock into my cunt while I'm stroking her with my clit. She wants you to. You always give her what she wants."

The way El was talking was such a turn on but Mike discovered that Max was being her usual snarky self and it made him want to punish her a little.

Mike pulled out of El but didn't go far. In one lustful stroke he buried himself in Max, causing her to rub El even harder.

"Jesus, don't split me open, Mike." He had surprised her so much that she used his first name.

Mike watched El the entire time. Max was moaning and so was El but that was because of how Max was moving on her.

Mike didn't want Max to be the one who made her cum but he wasn't sure he'd get a say. What they were doing looked hotter than anything he'd seen.

He could see how gentle El was with Max after she complained about him being too rough and his heart melted. It was the same sweet and caring El he knew, her hands rubbing soothing circles on Max's back and ass while he continued to pound the girl hard.

Both girls were moaning and he couldn't help but join them, going silent only when he felt a hand gripping his cock and stopping him from entering Max again. It was El.

"I wanna switch."

Mike was confused for a second but he slipped out of Max and sat back on his knees as he watched El gently push the ginger girl off her until their positions reversed and Max was the one on the bottom. They were almost diagonal now on the mats. El quickly mounted the girl's mouth with her cunt while her own lips pressed against Max's pussy and she swirled her tongue around her clit while looking Mike in the eye.

"Come fuck me," she whispered before going back to licking Max and Mike didn't need to be told twice. He hurried behind El and knelt once again, glancing at Max sucking on his girl's pussy before he entered it. His cock brushed against Max's tongue and he hissed, the pleasure too overwhelming.

Mike tried to stay quiet, wanting to hear the sounds they made as they lapped and sucked and kissed each other's pussies, both of which he had just tenderized with his dick. He could also hear his balls slapping against El's ass as he delivered long, deep thrusts to her tight, wet cunt.

He could see Max's red hair spilling onto the gym mat as she massaged El's clit with her tongue while Mike's cock pistoned into the girl he loved.

He felt the movements of El dipping herself down more onto Max's mouth involuntarily as she was being pleasured and he tried to steady her by holding on to her hips.

Then he felt Max shift a bit until her tongue was licking his balls. She was alternating between Mike's balls and El's cunt.

Sometimes she was licking his shaft as he rammed it into El, who was busy moaning into Max's pussy, not even holding herself up any longer, just lying directly on top of Max with her face buried, licking Max's twat, and her legs straddling the girl with her ass raised just enough to allow Mike entrance and to allow Max a tiny bit of breathing room.

Max's tongue on his balls and cock while he fucked El was driving Mike insane. He was constantly holding onto El's ass, massaging and gripping it until he left marks that made his dick twitch inside her cunt.

But when Max abandoned El's pussy to suck on his balls it was too much to bear and he figured it'd be better if he kept the good boy act and warned them beforehand.

"Oh, might cum. Might...oh fuck, cummi-"

He stopped mid-sentence when Max put her hands on his balls and clasped them tightly, leaving him incapable of shooting his load inside El's pussy.

Before he knew it, Max lifted El off her and they both sat down on their knees in front of Mike's cock. El was the first one to make the next move and Max soon joined her, both of them licking each side of Mike's rigid member. Their mouths would meet at the swollen tip and they'd encircle their tongues together before going back to stroking his cock with their lips.

"Cum on our faces, Mike. We want to see you cum," El glanced up at him with puppy eyes as she spoke.

The sight was just too much for Mike. Both girls naked on their knees in front of him, both licking his cock at the same time, was too hot. And El was looking at him with those eyes he dreamed about so often, just like he was dreaming now, as she slowly ran her tongue along his shaft; swirling it when she got to the head, never looking away from him.

"Shit. Oh fuck, cumming now."

He didn't have time to try to be a gentleman; he came with such force and their faces were so close to his dick that he sprayed them both down with thick frothy jizz. He saw that El had her mouth open like she was trying to catch it. Warm cum dripped from her chin and cheeks. She had gotten the brunt of it, but it was also clinging to Max's hair and the side of her nose.

Mike was still breathing hard when Max and El, covered in his offering, climbed back onto the mat with El on top, and continued to make out using their pussy lips.

"She's gonna make me cum now, Wheeler. And you'll want to watch her, because I'm gonna make sure she cums too."

He watched El laugh at Max's words and he just stood there with his cock hard. It was as if he hadn't even cum at all and he started stroking himself again, going back to sitting on his knees right next to the girls' faces.

He stared in awe at the way El licked his spurted juices off Max's nose and he only fastened the pace of his fist when he saw the ginger girl do the same to El's face. They both had semen on their tongues as they kissed and Mike was moaning so loud he could barely hear them doing the same while they tribbed.

El lifted her torso and cupped Max's larger breasts for leverage, her dripping cunt sliding back and forth against Max's.

"I'm gonna cum on her pussy, Mike. Are you gonna lick us both after we cum? Will you swallow our cum like a good boy?" El asked, her entire face scrunched up in pleasure as she rubbed even harder against Max, her swollen clit stroking Max's repeatedly while Mike just nodded furiously as he bit his bottom lip and beat his cock.

"You're gonna cum for me, El? Give me your cum. You feel so good doing that."

Max looked down, watching as El slid over her with short strokes.

Mike couldn't look away.

"Oh, fuck, El. Faster. I'm gonna cum. Cum _with_ me. Give it to me."

Mike watched as Max's eyes started to roll back but El was crying out and literally slamming her cunt into Max's, creating sucking noises, and his head snapped in her direction. He wanted to watch her climax.

"Mike, look at me...I'm gonna…cum on her p-p-pussy. Right, Max? You're gonna make me c-cum-ah!" El stopped talking and Mike watched her trib Max even harder. Their pussies were soaking wet and he stared at Max finishing first, her mouth agape until El lowered herself and slipped her tongue inside the open mouth while still rubbing their cunts together.

"Oh, Max-shit, I-" El moaned over the girl's lips before grabbing a handful of ginger strands while her ass wiggled and twitched as she orgasmed. Mike watched her struggling to keep her eyes open and look at him as she came and he swore he had never seen anything hotter than Max making El cum while the latter stared at him.

As Mike started to lean closer, wanting to lick them clean while they were both still cumming, wanting to feel them pulse around his tongue, Max and El both touched his cheek. The next thing he knew, he was jolting upright in his own bed and his blanket was sticky, his cock was hard, and his pajama pants were soaked with cum.

_Fuck, that was the most intense dream_, he thought. His next thought was if he was going to feel awkward the next time he saw Max, and that thought led to him thinking about detailing the dream to her. He had never considered thinking of Max and El fucking, and obviously El wasn't _here_, but he knew Max was just dirty enough to appreciate the dream. But then again, maybe he'd keep it for himself. He didn't want Max thinking he dreamed about _her._

**A/N: That was a fun chapter to write, I must say. **


	6. Chapter 6

**It may be next week before I update this story again. I'm going to add a chapter between my current chapters 7 and 8. And I still want to get the basement story finished this week. **

* * *

It had been early February when everything had actually started. Mike had been trying to pull himself out of a severe depression, not really succeeding. He still saw El in his dreams sometimes, he had since he was 12 years old, and while he loved being able to see her, he also felt a lot of the times like he'd never feel like his old self again. He had the darkest thoughts at times. He had stopped caring.

Lucas had talked him into tagging along to a party with himself and his girlfriend and while Mike found Maxine to be rather irritating, he thought it might be good to get out of the house and be in different surroundings so he'd agreed. To his dismay, the party didn't cheer him up the way he'd hoped.

Mike wandered the halls of the house just trying to find somewhere quiet. He was drunk but not sloppy, but definitely at the point where he was a little emotional.

He had to find somewhere to be alone for a while.

Lucas had ditched him to play video games and he was winning hard so Mike knew he wouldn't have him to hang out with for the rest of the night probably.

He thought about just going home but decided he needed to sober up a little first. Dustin and Will hadn't come to the party so Mike was on his own.

Max was there, but she was _so_ annoying.

He stumbled into a bedroom at the end of an upstairs hallway. He sighed. _Finally some peace._

Just like Mike, Max grew tired of her boyfriend ignoring her to play video games. She tried to stay by his side, but too many people gathered around them and she was sick of their loud cheering voices and all the commotion happening so she went upstairs, hoping to loosen up.

The first door she had opened left her baffled and confused as she spotted two people making out in the dark. Sighing, she moved to the next one and although the face was familiar, she was still taken aback to find that particular person there.

"What's going on, Wheeler?" She asked tentatively, her hand closing the door behind her as she took a step closer. She didn't know if he felt sick from the alcohol or something else, but a small part of her wanted to make sure he was okay.

Mike rolled his eyes. He'd wanted to be alone to think. About Eleven.

"I just wasn't into the party. You can go now." His tone was gruff.

Max frowned, her arms crossing over her chest. She refused to leave just so she could get on his nerves for being rude to her seconds ago.

"Aw, what's wrong? Did you expect to get laid coming here but realized you're too much of a nerd for anyone to look at you?" She loved to piss him off when he was asking for it.

"What? No! I did not come here trying to bang some Hawkins slut." Mike looked down and added more softly, "none of them will ever be good enough anyway."

He stood up and got closer to where Max was standing. His height sometimes worked to intimidate freshmen so he thought maybe he could get her to leave if he loomed over her enough.

"And don't you know nerds are sexy?" His brows furrowed as he glared down at her.

Max scoffed, the corners of her mouth quirking up as she looked up at Mike. She knew what he was trying to do; his posture stiff as he glared down at her. Thankfully or not, Billy had turned her immune to any kind of domineering tactic.

"Who lied to you, Wheeler?" She laughed, not intimidated by his stare.

"And get over that bullshit. There are good enough girls. But who would even wanna date you? You're the most virgin boy I've ever met."

"What's that supposed to mean?" Mike was getting angrier.

"Uh, even _Will_ lost his virginity? You're so caught up in your little fantasy world that you've become so pathetic. I bet you wouldn't even know how to react if a hot girl touched your crotch and tried to kiss you. Nerd," she frowned.

Mike's eyes narrowed even more. "I'd know _exactly_ what to do but unlike the mouthbreathers around here I can control myself."

"Pshaw," Max huffed, obviously amused. She wanted to call his bluff so in one swift motion she grabbed Mike's crotch. All she felt was his dick in his pants and it was not reacting at all to her, even as she started massaging it through his jeans.

"What the hell?" Mike was indeed caught off guard. He thought it might be fun to make her mad though…to get under her skin. "You're touching me now and I'm not even a little bit hard." He sounded smug in his triumph.

Max's eyes scanned his for a while, her fingers groping him and massaging, feeling how flaccid his dick still was tucked in his jeans. He was right. That didn't get him hard at all and it only made her angrier.

"How about this, then?"

She stood on the tip of her toes and grabbed him by the collar of his polo shirt until he was forced to lean down. Her tongue swiped over the side of his neck while she stroked his dick through the fabric. Lucas loved neck kisses so she figured this could make her win the argument.

Mike wasn't sure exactly what was happening. He was an objective and scientific guy, he could appreciate that Max was indeed someone who would be considered hot, but her hand on him wasn't doing anything in particular. And now she was licking his neck? And he could tell by the way she was breathing that she was pissed.

_Good_.

"Still not hard. I doubt I'd get hard for you even if your hand was inside my boxers."

Max gasped unintentionally. His words hurt more than she had expected and she was determined to prove him wrong. She hated losing an argument to the only person who had constantly gotten on her nerves since day one.

"Really?" Her voice was more controlled than her gestures. In a swift motion, she unzipped Mike's jeans and pulled his dick out of his briefs. Her hands were shaking and she tried not to give too much thought to the way he was pulsing under her fingers. She was touching her boyfriend's best friend's cock and that was wrong, but she was willing to do anything to prove her point.

"Are you sure, Wheeler? Sure you're not just a pussy?" Her fist pumped him slowly while she attached her lips back to his neck, nibbling onto the soft skin expertly. He smelled nice, like cologne and probably fabric softener and as much as she hated it, she couldn't deny that it made her a little wet.

"Why does it matter? Do you _want_ me to get hard? What then? You just gonna make fun of me? Or are you just a slut? Just a tease?"

Mike was trying to make her feel bad but he noticed that the more he talked down to her the more her hand worked him. And damnit, it felt nice. But he _couldn't_ get hard for her. That would be the worst.

Even as he was thinking these thoughts his ever-running mouth was betraying him.

"Not working. Maybe you should just suck on it some."

_Fuck! Why did I say that?_

"Shut the fuck up," Max hissed angrily and pushed him backward until the back of his knees hit the edge of the bed. He fell onto the mattress and she immediately climbed on top of him, her thighs on either side of his legs.

She was fuming as she pushed strands of hair behind her ears before she leaned down. Although his member wasn't as limp as before, he was still not erect and she wasn't going to stop until she won. Her words were like venom as she spoke.

"I can make Lucas cum before he knows it and his cock is definitely bigger than yours. You're just some stupid virgin little boy and trust me, you're gonna beg me to finish you off once I get to it."

She closed the distance between her face and his cock, her lips wrapping around the tip and she swirled her tongue around it.

Mike had never had a girl's mouth on his cock before. He became rock hard almost instantly as he felt her smooth lips around him and whatever it was she was doing with her tongue.

But he had to keep her in her place. It was _Max_. Despite his dick becoming hard in her mouth he couldn't possibly be nice to her.

"Okay, well that's just nature. That just proves there's nothing wrong with me. It's not like it's hard because of _you_ or anything."

Mike looked down to watch her head bobbing. She was licking his shaft and as the tip went back into her mouth she looked at him.

_Oh fuck, why does it have to feel so good?_

"This doesn't seem very fair. I feel like you just tore my cock out of my jeans without asking. I think you should have to take your pants off too."

The last of his sentence was rushed as he felt her cup his balls.

"Have you even seen a girl's naked body before? You might cum if I take my clothes off," Max scoffed, her spirits suddenly lifted because she'd managed to get him hard.

She wasn't done though. She wasn't going to cease until he stopped with the nature crap and admitted that she was indeed hot.

She used her hand to break the trail of saliva connecting her lips to the glistening tip of his cock before she got out of bed and took the first layer of clothes off. She was wearing matching underwear and a sudden wave of guilt took over when she remembered that it was for Lucas, but she quickly pushed the thought aside and took the lacy, black bra off.

When she climbed back on top of him, her ass rested on his cock and she rubbed her panty clad pussy back and forth. It took all of her might not to moan at the friction.

"Just admit it, you're seconds away from cumming and it is because of me. Nature doesn't do this," her brows furrowed slightly before she forced his hands on her pale breasts.

"You should thank me for this. If it wasn't for me you'd never get to touch a girl's boobs. No one would let you."

Part of Mike wanted to push her off of him because she was being so annoyingly bitchy. But there was another part of him that _wanted_ her on top of him, and that part was currently being rubbed by her lace covered pussy. And he was squeezing her breasts, which were a good size for his long fingers. He couldn't let her get the upper hand.

"_Thank_ you? You're throwing yourself at me here. I was just minding my own business and you barged in on me, mocked me, and then violated me."

Mike was trying to talk his way out of what was happening lower on his body. As she grinded against him he could feel his cock twitching.

"You know," Mike said, still trying to slow down his hormones, "you get to see my cock. I mean, I showed you mine so you should show me yours."

Max wasn't fooled by his seemingly nonchalant demeanor. She could tell he was desperate despite talking so casually and it amused her. So much that she wanted to see him really losing his cool and showing his true colors.

"Why not? It might as well be your last time feeling a vagina on your...dick, if I can call it that." She would never admit it but his penis was more impressive than she had expected.

After kicking her panties off, she climbed back on top of him and let her pussy lips envelop his cock. She just hoped he couldn't tell how wet she was as she glided back and forth, a mocking smile tugging at her lips when his mouth parted.

"Aw, are you enjoying it, Wheeler?"

Mike tried not to let her know how good it felt. He was determined to at least embarrass her.

"Am I enjoying it? Do you not think I can feel how wet you are? Sitting on my cock made you wet!" He laughed.

But then she sank down a little more. He wasn't inside her but seeing his cock head peek out from her pussy lips as she glided back and forth on it was way more than Mike could handle.

He squeezed her breasts, pinching her nipples.

"Oh shit. Fuck, uhn!"

His cock pulsed and he came all over his stomach. It had been right as she moved forward so the first spurt splashed against her clit and the top of her pussy.

Max's eyes widened as she glanced down. It looked hotter than she wanted it to.

"I'm on the pill."

He didn't shoot inside her, but she felt the need to reassure Mike that there would be no consequences apart from the fact that she would make fun of him for the rest of her life. She wanted to start right now and it took all of her will power not to, her teeth biting into her bottom lip so hard it almost drew blood while she tried not to burst out laughing.

"But good one," she scoffed, her face getting red from holding herself back so much.

She was still too shocked to move and she scanned his eyes in an attempt to figure out what went through his mind, but he refused to say or show anything. With a bright smile plastered on her face, she sighed and got off him.

"You couldn't even last three minutes," she blurted out, unable to stop herself from grinning as she reached for her panties.

As Max was climbing off the bed Mike stood up. His cock was already starting to stiffen. He grabbed her waist and spun her around. He eased himself behind her, right against her.

"Give me another shot. I wasn't ready. I'll prove what a nerd can really do. I know you want me to."

As he was saying that his hand went between her legs. He coated his fingers in her arousal and then moved them to her lips.

"See? You're all turned on. Are you horny or just slutty?"

His erection was back fully as he whispered in her ear. He could feel it touching her still bare ass.

Max's pulse started racing. She couldn't believe her ears despite the fact that she had planned on not giving up until he was begging for her.

"What kind of question is that?" She frowned and slapped his hand away before turning around to look him in the eye. "I'm not horny, nor slutty."

She didn't know how Lucas would feel about the latter, but she was incapable of forming coherent thoughts when Mike was turning her on so much.

"If I give you another shot you'll just embarrass yourself even more. You just came and got hard again in an instant. Who knew I'd have this effect on your virgin cock?" She teased, her finger tracing his shaft mockingly.

"If you didn't want it then why are you so wet? You're a woman...you're supposed to be more in control of your body. And you have a boyfriend. I think you_ do_ want to see what my cock feels like. For real this time. Not just rubbing yourself on it like a tease."

He turned her around and pushed her shoulders down onto the bed. Her legs spread as he did and Mike wasn't sure if she'd done it on purpose or if she just subconsciously was telling him yes. He leaned over her and could feel his cock seeking her warmth. It moved easily between her legs. His mouth was at her ear.

"If you don't want me to, tell me no."

Mike licked her earlobe as he was standing back up, knowing it would weaken her resolve.

His plan was working and Max was putty in his hands. She couldn't say no, nor did she want to. All she could do was breathe heavily under his touches, her body involuntarily seeking his as she pushed her bare ass against his cock.

"I'm not sure you could ever redeem yourself after what you've just done." It was her subtle way of inviting him in, although her body was already screaming to get fucked.

Mike could see it whenever his fingers grazed over her freckled skin and she shivered, small whimpers that she tried to muffle right after escaping from between her lips.

Mike smiled smugly, though Max couldn't see it. He decided to give her a taste of her own medicine so instead of just thrusting inside like he knew she wanted due to how her body was reacting to him, he lightly grazed his fingers over her ass cheeks. He made sure to be light enough to tickle but not so much that she'd want him to stop. As he looked down to watch himself do it, he could see how the fingers of his right hand were smearing her juices onto her butt. He could see it shining in the lamp light.

"I guess you're about to find out. Do me a favor. When I make you cum I want you to say you were wrong."

He didn't really want her to say his name because he only wanted one person to say that. He dreamed about her a lot and he didn't want the next time to make him think of this. This was just fucking. Just human nature. A means to an end.

Mike felt the tip of his cock starting to inch into Max's cunt. He was glad he was behind her because he didn't want her to see the look on his face right then. It was so tight and warm and felt so good, he didn't want her to know he was feeling that.

He went slowly at first but after he hilted the first time, pausing to feel his cock buried in her pussy, he pulled back and developed a rhythm.

He ripped off his shirt after a few seconds and they were both naked. He thrust in hard twice and Mike noticed how nice it felt when his thighs rubbed against hers. On the third thrust he pushed himself forward so that he was holding himself up on the bed with his arms on either side of her, his dick stuffed into her cunt, and their legs pressed together, feet still on the floor. Instead of slamming in and out he started rolling his hips into her so he didn't have to pull away from her body.

"Do you like this? I want you to tell me if you like it. I can feel how wet you are but I want to hear you say it."

"You wish," Max replied through gritted teeth. She felt powerless enough already, she wasn't going to give him the satisfaction of hearing how much she loved the way he fucked her.

It was significantly different from having sex with Lucas. Mike's cock was smaller to begin with. But unlike her boyfriend, he knew exactly what to say and do. It made her go weak in the knees; the way Mike talked down to her and acknowledged everything she was too embarrassed to admit out loud. It turned her on to know that someone could read her so easily and take advantage of it.

She was dripping wet and as much as she was scared they might leave some evidence behind, she was certain that no one would suspect the two of them together. Mike hated her and she reciprocated the feeling. Everyone knew that.

But when he plowed her into the mattress so well, his cock piercing her hole over and over again, she couldn't help but moan.

"Ah, you're still...just, oh god, some virgin nerd. You can't even...fuck," she breathed out through deep thrusts as she lied to him.

"Clearly. I'm just some virgin nerd that's making you want to moan but you won't let yourself. Maybe this virgin nerd should do it harder? You like it hard, right? Because you're a slut at heart. Lucas is playing video games and you're taking my cock and trying your best not to beg me for more."

Mike stopped holding himself up with his arms, covering her completely with his body, a sheet of sweat between them. His face was on her neck and he continued to whisper, never stopping the motion of his hips as he rocked into her.

"You started this. I want to know what it feels like when you cum with my cock inside you. And then later when you're riding home in his car my warm jizz will be leaking out of you and you can think about how hot you got when you sat on my cock trying to prove a point. Or you can think about how it felt when I did this."

Mike reached down, his weight pushing her further into the mattress, and used his hands to spread her ass cheeks as far apart as he could so that he could feel more of her. Then he reached underneath her and found her clit with relative ease.

"Mind if I play with this while my hard cock keeps fucking you?"

Max refused to give him a definite answer, but her legs spread further apart on instinct and as soon as he started stroking her soft spot she pushed back onto his hand and lamented into the sheets.

She could barely breathe with him fully pressed on top of her but even that turned her on beyond words. Lucas had always made her feel like she was made of glass and now that someone finally treated the way she thought she deserved was exhilarating at least.

All she could do was sob and whine into the mattress, a drool of saliva hanging from the corner of her mouth as Mike plowed into her cunt at full force.

"Oh, you like that? You just spread your legs more. You want me to have room. You want me to touch you."

Mike teased her and tickled her clit, all the while plunging his dick deep into her.

"Fuck. Are you drooling? I'm making you lose control like that? Well damn, Max, what's gonna happen when you cum? I can think of some possibilities."

He started fucking her faster, still keeping his strokes deep and long.

"Just remember we're guests here. You can't be squirting all over the furniture."

He knew he'd be cumming himself in just a matter of seconds, maybe a minute tops, but he couldn't let her know that.

"I know you want to let go. I know you want to see what it feels like to do it on my dick."

Max's brain was screaming to say something back and not let him embarrass her so much. But a part of her didn't even _want_ to because she found herself loving the humiliation aspect of the circumstances. She enjoyed being degraded and made fun of because she knew that she deserved it. Especially now that she was letting one of Lucas' best friends fuck her.

And her body reacted accordingly, her pussy pushing back onto Mike's hand as he fucked her so hard from behind all she wanted was to scream and beg him to never stop.

She didn't have to do that though. He was relentlessly plunging in and out of her pussy and for a moment she did contemplate whether he'd make her squirt or not. The idea wasn't so farfetched and that was all she could think of before she orgasmed, silently praying that it wouldn't happen because she was aware that she would never hear the end of it. Mike would tease her forever for making her squirt.

Conveniently enough, she didn't and if she wasn't so busy moaning and cursing out loud as she came she would have probably wondered if she wanted Mike to make her squirt or not.

"Shit, no, oh, oh fuck, fuck-" she cried out as she came underneath him, waves of pleasure traveling all throughout her body as she tried to catch her breath while Mike was still fucking her with hard thrusts.

"There you go." Mike tried to act calm but realized that what he was feeling was a girl actually cumming on his cock. He sunk himself even deeper.

"Yeah, you're still going. I'll tell you what. I'm gonna join you."

Mike's hand was still on her clit so he used it to pull her back into him as he came. He could feel it jetting into her as her pussy continued to throb around him.

"Fuuuuuuck," he breathed, not able to keep up his smug attitude any longer.

They were both panting.

Max flinched when she felt ropes of hot cum shooting inside of her. She hated how much she enjoyed even that but hearing Mike's heavy breaths down her neck brought her back to reality.

"Get off me."

She seemed tired and something else that Mike could not pinpoint for sure, but it sounded like guilt and so he did as he was told. She was off the bed right after, her arms frantically reaching for her clothes as she purposefully avoided Mike's gaze. She didn't want to see his smirk as cum dripped out of her sore cunt.

Mike noticed her not meeting his gaze so he looked away and found his clothes. He thought it might be best to go home.

"Um, so I think we were drunk and stupid. That won't happen again. But don't worry, I won't say anything...about how you took advantage of me." He cocked an eyebrow at her as he was heading for the door.

"You're welcome," Max replied sarcastically after rolling her eyes. She didn't know how to feel, but at least she helped Mike lose his virginity, as twisted as that was.

As Mike was about to head down the stairs he could see the living room below. There was an older kid acting stupid, probably drunk, and Mike heard a commotion and a cry as the drunk guy accidentally elbowed a smaller kid. The kid passed Mike on his way to the bathroom after the incident. Small for his probable age, and with a buzz cut. He'd been elbowed in the nose. His left nostril was bleeding.

_God, I miss you so much, Eleven. I hate my life without you._

**A/N: So that's how this all started. Without El, Mike's capacity for caring disappeared. **


	7. Chapter 7

One night in mid-May, Mike tiptoed to Max's dark window. It was late. He tapped lightly on it. Then a little louder when she didn't answer.

Finally she appeared and opened the window. Her hair was a mess, like she'd been ripped from sleep.

He could tell from the look on her face that she was a little pissed to have been awakened.

"Hey, can I come in? Sorry I woke you up. I wanted to talk to you about something."

"Seriously?" Max mouthed in disbelief before finally opening the window and allowing him to get in. She looked drowsy, her eyes puffy and her brows quirked up as she waited for an explanation.

"It's like 2 in the morning. It'd better be important."

She was wearing a pair of green boyshorts and a tight white tank top that only made her breasts pop out when she crossed her arms over her chest.

Once she'd opened the window Mike climbed in. He kept his voice low. She had gotten back in bed. He sat down next to her.

"So I heard you let Lucas do something that sounds fun. I can't stop wondering what it would be like."

Trying to get her to warm up to him, Mike was sliding his hand under her covers to touch her leg.

"Oh, is that so?" Max narrowed her eyes at him. She couldn't deny that Mike Wheeler was a handsome guy. A nerd, that was for sure, but a handsome one. Her body was reacting already, her leg straddling his while he continued to caress her thigh. Goosebumps covered her warm skin as his long, icy fingers groped her flesh.

"I do a lot of stuff with my boyfriend, Wheeler. Be more specific."

Mike was pleased that she was already reacting to him. This might be easier than he'd originally thought.

"Did you like it when he fucked your ass then? Was it his idea or yours?"

Mike could feel himself getting hard already just thinking about it.

"Does it matter? But yeah, his dick was so good..."

The sound of her laughter was light, her still swollen eyes bright with amusement while she gazed at Mike. He didn't seem as entertained as her and she could tell he really wanted to fuck her ass. She wasn't sure he deserved it, but she liked teasing him anyway.

"I bet mine is better. Wanna find out?" He squeezed her thigh and then moved his hand over her underwear.

"Right here in your bed."

He kicked off his shoes in anticipation.

Max's mouth parted when fingertips reached her burning core. She wanted to lean into his touch immediately, but she still had some grounding rules to establish.

Gripping his wrist, she ceased the movements of his hand as he looked him in the eye and spoke in a firm voice.

"We can fuck if you want, but no anal. So don't even think about it, understand?"

Mike pouted. But she was always saying no and then giving in anyway so he thought he'd just go along with her and try his luck when the time came.

"Well, I think you'd enjoy taking my cock in your ass but we can do it your way."

He smirked as his fingers went a little deeper.

"I could unfasten my pants but I'd have to stop doing this," he said, moving his fingers to her clit. "But if you want me to do it myself I can." His fingers paused.

"N-No, keep going," she urged him and pushed her core against his fingers. It took a few seconds to shift the right way until she managed to slip her hands between his and reach his pants, but once she did she unbuttoned them. All she had to do now was pull his cock out of his briefs and so she proceeded, her warm fingers wrapping around his hard cock.

This wasn't the first time Mike had sneaked in to fuck her and she didn't know if it was because she was still sleepy or not at the moment, but she enjoyed how tranquil everything was. His hand moved slowly over her clit and inside her and she sighed, her eyes closing while stroking his shaft.

After only a few seconds of her stroking him Mike shifted onto his knees, reaching down with his other hand to remove her panties entirely.

"You don't need these." He pulled them down roughly, pushing his own pants down once he'd removed hers. He hovered over her, his cock resting on her pussy.

"I'm just gonna get my dick wet and then I want you on your knees."

He pulled his shirt over his head and then slowly eased his cock into her wet cunt. He knew she liked feeling him do that and while he didn't love doing things that made her happy, he had to admit feeling himself get gradually deeper did feel erotically amazing.

Until seconds ago Max had been feeling sluggish, but once she felt the tip of his cock buried to the hilt she jolted, her breath hitching in her throat.

"Why are you such an asshole? I was having a good time sleeping," she tried to keep the tough act, but her hips forced themselves against his until his balls rested on her ass and she moaned at the friction. She didn't want to get on her knees, but it felt weird and unfamiliar to have Mike fuck her missionary style. It was too intimate and she found it repulsing that a part of her still craved it.

El wanted to see Mike. After the intense sex they'd had when she visited him she thought about it a lot and wanted to do it again but she'd gotten grounded for arguing with Hopper so it had been a couple of weeks since she'd seen him.

Tonight when she went into the void, Mike wasn't in his bed. El was initially hurt as she watched him start to fuck Max in her bed but she kept watching anyway. She knew Mike loved her and _only_ her and that Max was just something to fuck, which El now knew was a fun activity.

And Mike still always thought he was dreaming when El was with him.

As she watched them, El started to get a tingly sensation, she could feel herself getting wet.

Looking around Max's bedroom, she spotted a chair shielded by clothes and she decided to sit on it. Because of the void, she was unobtrusive when her left hand traveled between her legs where her core was tingling.

She then averted her eyes back toward the bed where Max was moving on her hands and knees while Mike positioned himself behind her body.

"Don't get loud or make me do it," the ginger girl warned but the glint in her eyes as she looked over her shoulder at him said otherwise.

A part of El felt helpless watching and she pouted in frustration. It was annoying to know that she couldn't have Mike for herself at that moment, but pressing her delicate fingers over her clad pussy relieved some of the pent up tension. She'd done it before, even daring to put her own fingers in and thinking about it being Mike instead. She'd seen Max do it when she had been spying on her for a few days straight and the accumulated information had only brought her euphoric feelings. _Orgasms_, like the one Mike had provided her with the last time she had visited his dreams.

"I can only do what I do. If you make noise then that's on you," Mike said as he started to slide his cock into her from behind. He pushed her shoulders down so that her ass was in the air.

He thrust all the way in and then pulled out slowly, removing himself and then using his hand to move his dick up and down her ass, keeping it in the crack.

He stopped on his way back down to her pussy, touching her asshole with the tip of his throbbing cock. He pressed in slightly.

Max drew in a deep breath, her fists closing around the bed sheets as she felt Mike trying to push himself inside her ass. It hurt and as much as she wanted to give in, she couldn't. Reaching behind her, she found Mike's cock and squeezed it enough to hurt him just a little.

"What did I tell you, asshole?" She grumbled over her shoulder before pressing her cheek back onto the mattress. Her ass wiggled around as she tried to guide him back into the right hole.

"Sorry, it just slipped," he lied. Feeling a little irritated because she refused him, he rammed himself back into her pussy. _Hard_. He gripped her ass as his pace quickened. He wasn't concerned tonight about her pleasure.

Not thinking it was something she'd be into, Mike slapped her right ass cheek, spanking her with force.

Max moaned into the mattress

_I should have known she'd like that._

"Of _course_ you moan when I spank you. I guess I'll punish you more then."

"I guess I'll refuse you more then," Max spat at him but pushed her hips back against his.

El watched in shock as the scene unfolded before her eyes. She had no idea people did that when they had sex, but it didn't even matter. It turned her on and all she wanted was to take her pants and panties off immediately.

Once she was left in nothing but a plaid shirt, she spread her legs widely and allowed herself to enjoy what was going on.

"I wasn't...moaning. I just, ah, it...hurt-"

Max was definitely moaning this time and El could hear it. It made her push one finger inside her soaking cunt immediately as she watched Mike jamming his cock in and out of the redhead and she bit her lip to hold back the noises that threatened to escape her lips. Not because someone could hear her, but because it was hotter to listen to Max's muffled whines as she was being pounded and spanked from behind.

"Not moaning. Right." Mike spanked her again. Her pale ass was already red from only two slaps. "You're just holding out. I know you wonder what my cock would do to your ass." Mike touched her other hole with his thumb, tickling her.

"But you said no so you can't have it now. You're gonna make _me_ cum though. I don't care how long it takes or how late it is."

Mike was making the bed shake, pounding into her flesh. From where El was sitting she could see Mike's cock slipping in and out of Max's pussy.

Feeling bold and horny, her hand still rubbing her clit, El got closer. She wanted to see more and she wanted a different angle. She stood directly in front of Max so she could see both of their facial expressions. Max was breathing heavily and El could tell she was trying to not make noise but that she obviously wanted to. She was biting her lip hard. Her breasts swayed as he plowed into her.

Max pushed her arm behind her back, ready to slap Mike's hand away from her asshole when she realized she couldn't keep lying to herself. She was still against him fucking her ass and mainly because she wanted it to be a thing between her and Lucas only, but she figured that it wouldn't hurt anyone to let Mike push his thumb in. Her fingers then wrapped around his and she urged him to finger her ass.

"That's the most you'll...oh, fuck...get. You don't, ahh, deserve...more," she moaned into the mattress and squeezed her eyes shut to focus on having both her holes filled.

El was intrigued. She wanted to have an experience as similar as possible to Max's so her right hand went down to her asshole tentatively. She was fingering her pussy with two fingers when she pushed another one inside her butthole. She hissed at the pain so she brought her finger back to her mouth. After coating it with saliva, she eased it back inside her tight hole as she watched Mike snapping his hips back and forth.

"You like that? I knew it." Mike was slowly pumping his thumb into her ass.

"It's tight. Lucas hasn't stretched you out too much. Yet."

El liked hearing Mike talk that way. He was always so nice to her. She didn't ever want him to be _mean_ to her but she thought she'd definitely like it if he told her what to do. He was even sexier when he was in control. She timed herself as she used both hands, her fingers slipping into her at the same times that Mike's cock and thumb invaded Max's tight holes.

_He'll have to go to sleep some time tonight and tomorrow is Saturday. I'm going to visit him later and get what I want._ El thought as she watched. Mike's eyes were closed, like he was thinking of something else. Or of _someone_ else.

"I'll make sure...he will," Max spat out. She wanted to tease Mike to the point he fucked her even harder if that was possible. It seemed unlikely though, his vicious thrusts barely allowing her time for breathing.

As she was being fucked into the mattress and fingered at the same time, Max started feeling eerie with her eyes closed. For a moment she could swear someone was watching them and she opened her eyes alertly, pushing herself back on all fours. She couldn't see anything but Mike's shadow distorting as he rammed his cock in and out of her and it didn't even matter anymore when his strong hands forced her shoulders back down. She conformed in obedience and closed her eyes again, letting her other senses indulge into the satisfaction of being screwed so hard.

El's entire body had stiffened when she saw the panic in Max's eyes. She was scared she would make herself visible again because, just like the other time around, her emotions were strong. This time it was a good feeling though and she could only sigh in relief and resume pleasuring herself when Mike had decided to manhandle Max.

Mike was enjoying the feeling of what he was doing but even though it felt good, he wished he was doing it to Eleven instead. He always did this, started out fucking Max and talking dirty to her, putting her down and being kind of mean, but then somewhere in the middle he'd start thinking about El, thinking about his dreams. Then he'd just close his eyes and pretend.

El was watching Mike intently. After she thought Max might have seen her she wondered if maybe Mike could feel her presence.

Max was moaning loudly into her mattress.

The sounds snapped Mike out of his trance and he opened his eyes. To El's relief, he didn't see her either.

"I'm gonna make you wake up your parents. Take my cock. Take it. Your pussy acts like it never wants it to leave. You keep pulling me back in. I totally feel you squeezing me tighter. You want to keep my dick in your cunt."

"You're the one who came...here."

Max was quick to deflect Mike's attempt at humiliating her.

"I was fine not having your stupid...cock...inside me," she added the last words in a hurry before collapsing onto the mattress entirely. He was plowing her so hard she could no longer keep her knees bent. But much to her delight, he followed her right after, his cock never pulling out as he laid on top and continued to penetrate her with rough thrusts. His chest was flushed against her back and his arms wrapped around her head as he fucked her so hard it almost hurt.

El watched in awe, rushing the pace she had on both her pussy and asshole.

When Max's legs gave out and they collapsed onto the bed Mike's cock went even deeper, so he couldn't complain. He fucked her harder.

"You want me all the way on you? Is that it? Or was I just fucking you so good you couldn't handle it?"

He was whispering through gritted teeth as he rutted into her. It was animalistic.

"I'm gonna come soon. I wish it was going to be into your ass, but I know you like to feel me unload into your pussy. I'll at least give you that tonight."

El's mouth hung open as she watched. Her hands feverishly fucked into her. Her asshole had gotten used to her finger and she was so turned on she had three fingers in her cunt, the heel of her hand rubbing her clit, and with her right hand was finger fucking her ass. She hoped she could hold out and come when Mike did.

"Keep...wishing," Max cried out, unable to keep her voice down. She was too turned on to care about her parents, but it was a miracle that neither of them had woken up yet.

Her bed was creaking as he split her cunt open repeatedly and she knew she was on the verge of cumming. She attempted to bring her hand under her body to rub her clit, but Mike was squishing her so hard she couldn't move a single inch and all she could do was try to rub herself onto the sheets, hoping it would be enough to make her orgasm before him.

Mike closed his eyes, listening to her moans and grunts. He thought of El, of how it would feel to have her instead. His imagination was good though and his mind let him pretend that the body underneath him was that of Eleven, that it was _her_ ass he felt against him, that it was _her_ sweat on his chest, that his cock was being hugged tightly by_ her_ cunt.

"Oh fuck, I'm cumming. I'm cumming. Shit! Oh, El!"

Mike shot his load deep into Max with El's name on his lips.

Eleven heard him, so surprised that he'd say her name when it looked like he was fucking Max so hard.

"Oh, Mi-Mike..." she cried out, the heel of her palm pressing hard on her clit while she kept her fingers plunged inside until she came right after Mike who was currently ejaculating inside Max.

It took El a few seconds to come back from her high but once she did so, her eyes filled with tears. She was now watching the freckled girl rolling over under Mike's body before slapping his chest hard.

"What the fuck is wrong with you?" Max tried to whisper, but Eleven could hear the anger in her voice.

Her heart felt full and broken at the same time. The fact that Mike had said her name meant the world to her, but it was excruciatingly painful to know that they could still not reunite. On top of that, Max was hurting and even though she wasn't Eleven's favorite, she couldn't help but feel sorry for the girl. The situation wasn't fair for any of them.

"Did you just say what I think you did?" Max inquired furthermore and Eleven stood up and watched through teary eyes the horror on Mike's face.

Mike started to speak, to apologize, but found that he couldn't. He wasn't sorry at all. It hadn't been anything he planned but saying El's name when he came made him feel like himself again, if only for a second.

"Time to go, Wheeler. You suck too much to stay any longer," Max, clearly annoyed beyond words, threw his shirt at him and started to leave the room. "I'm going to the bathroom. Don't be here when I get back."

Mike couldn't argue with that. He wanted to go home anyway. Mike wanted to go to sleep.

**A/N: I'm going to explore what might happen when El visits Max in the next chapter. Max doesn't even know what she looks like, so I'm not sure how that will play out. I expect Max to be surly, though with an underlying hint of guilt and some sorrow. El's heart is big. **


	8. Chapter 8

**I KNOWWW. It's been forever and I still have to finish What We Do in the Basement. I finally kicked myself into gear to work on this thing though. Reading back through it, I'm still really proud of it. I must say though, that it might not be for everyone and if that's the case, just don't read it. Complaining to me in the comments will not cause me to change it. If you want something different, write it.**

* * *

El's plans for her evening, or rather, her cloak of darkness mind adventures, changed drastically after witnessing the scene between Mike and Max in Max's bedroom. She hadn't expected to stay and watch, and she _definitely_ hadn't expected to _enjoy_ watching. She was quite confused, however. She wondered why Max liked for Mike to be mean.

She decided that instead of visiting Mike and letting him think it was a dream, maybe she could visit Max instead and have her think the same thing.

She gave herself a couple of hours, time enough to allow Max to fall back to sleep. Then the blindfold was back on and El found herself once again standing in Max's bedroom. This time, though, she _wanted_ to be seen. She sat down on the foot of Max's bed. Max didn't stir. El couldn't slide into bed with her like she could Mike, that would be something a weirdo would do. The thought caused her to think of Lucas. He had been the one to call her a _weirdo_. El frowned.

She let her hand fall to her side and it landed on Max's foot, causing Max to wake up. El knew she had to make Max think she was dreaming.

"What the? Who are you?" Max inquired sleepily. She didn't know why, but she wasn't afraid of the stranger sitting on her bed. She had never seen her before but somehow she felt comforted by her. _Safer_.

"You're dreaming," El stated. While Hopper didn't let her go out, he _did _supply her with books and she had read about dreams and the subconscious and she thought maybe she could use this time with Max to get some answers as to why she did the things she did.

Max just looked at her. El continued.

"You have a lot on your mind. You need to work through it. Your subconscious conjured me so you could get things off your chest." El thought she sounded like one of the late afternoon talk shows she watched when her soap operas were finished. She squeezed Max's foot gently, nudging her.

"Why do you do it?" El asked.

"Do what?" Max asked back, ignoring the fact that she knew exactly what the dream girl meant.

"Why do you want him to be mean? If you like it then why do you cry when it's over?" El still hadn't removed her hand from Max's foot. Even though this girl was getting to basically live the life she couldn't, she liked the feeling of connection. Not having friends or being able to have much human touch besides Hopper (which was scarce at best, especially now that she was more of a woman than a girl) wore on her and even touching Max's foot through the blanket made her feel warm.

"Who? Mike?" Max decided to play along with this very odd dream. "I guess we've always kind of been mean to each other, that's our thing, but then it got out of hand. I let it get out of hand." Once Max started talking about her weird thing with Mike, she found she couldn't stop. "It turns me on when he's like that. And he knows it. I deserve to be used. I'm nothing."

El scooted closer on the bed.

"Why would you think that?" El asked, concerned.

"I don't think it. I _know_ it. I've lived here for five years. Know who my friends are? The four boys I met when I moved here. That's it. I go to school. I do things. No one ever talks to me. No one wants me around," Max stated softly.

"But you have Lucas. Why do you need Mike too?" El asked.

Max sighed. She put her head in her hands for a second before looking back up at her talking dream.

"They're all I have. If I break up with Lucas there's no reason for me to be in the group. I lift right out. I don't want to be all alone. I tell myself I love Lucas with the hope that if I say it enough it'll be true. I mean, of course I _like _him, but it's not what I want. I want to feel for someone the way Mike feels for El." Max lowered her head. El felt her own heart swell. She prodded a bit more.

"El?"

"Eleven was her name. The boys all called her El. She's dead but Mike can't let her go. On one hand I kind of feel bad because he's still really messed up about it. He's so depressed. But on the other hand, his anger over losing her fuels him when he's with me and I clearly like it when he's rough. He's never hurt me though. I honestly don't think he could ever let himself. Mike's just not that kind of guy, despite the things I say about him." Max didn't know why it felt so easy to be honest with the girl in her dream.

"You have everything." El said flatly. She removed her hand from Max's leg, where it had traveled when she got closer to Max. "Some people don't have _anyone_. Some people don't even have someone to hug them or to hold their hand and you have two guys who will do that for you. You get to live the life that some people can only dream of living. You're selfish."

Max knew this dream girl was right. She couldn't argue with her own subconscious.

"I know," she said quietly. She felt small.

"Do you love Mike?" El asked, almost afraid of the answer. She was starting to understand how this whole affair had woven itself together and she feared the day when the feelings of desire and anger were replaced by those of love and honor.

"Definitely not. I like our back and forth jabs and of course I like the sex, but even if I did have any romantic feelings for him, he'd never think of me like he does El."

Hearing this, El decided to steer the conversation away from the words _love_ and _feelings_.

"Does it hurt when Mike does it hard?" El asked, once again scooting closer to Max. Max was sitting up in her bed and El pulled the covers back a bit so as to not be pinning her in with the blanket.

Max nodded.

"Sometimes."

"Did it hurt tonight?" El's hand crept onto Max's bare knee.

"Yeah, but it's not so bad now."

"Can I look?" El asked but she wasn't really waiting for an answer. She was already moving the rest of the covers aside, revealing Max in only her t-shirt. El could see the girl's bare pussy, though only slightly.

Max found that she enjoyed the new direction this dream was taking. She spread her legs, allowing the dream girl to see her entirely.

"Hmm. Red. And puffy. Can I…touch it?" El asked innocently.

Max shifted, allowing El room to sit comfortably between her legs. She pulled her t-shirt up more but kept it on. She watched as the pretty dream reached out with the delicate fingers of her right hand and grazed her abused pussy. The fingers felt cool and as the dream explored Max's outer lips, she felt herself getting wet.

El had only ever touched herself. She watched Max's face as she toyed with her, being as gentle as a whisper. She didn't feel the desperate longing like she felt with Mike; this was different. She liked how it felt to run her fingers over the girl's smooth skin, which now was kind of slippery. She tried some other things. Starting at the very bottom of Max's pussy, El ran her hand up it slowly, parting the lips as her hand moved and keeping them apart with her palm while her fingers tapped Max's clit gently.

"Oh god, that feels awesome," Max whispered, still in disbelief that this dream hadn't taken a sharp turn like her dreams normally did. She kept waiting for it to suddenly change to people with giant heads discussing creamed corn or to her being at school and not remembering her locker combination.

"Feels nice," El commented, still teasing the girl on the bed. She wasn't sure what she planned to do but she was enjoying the feeling of Max's smooth pussy lips on her hand. She wondered what Mike would think. _He'd probably hate it._

Max sunk further down on her mattress. She didn't care if this was a dream; it felt too good to dismiss. She wanted to take full advantage while she could. She spread her legs even more.

As Max literally opened herself up more to El, and as El was about to try some other things, El heard the secret knock that Hopper had created so long ago. Instantly she was gone from Max's bed, again sitting on her own bed, blindfold in hand. She tossed it across the room.

"El? I brought breakfast!" Hopper called. Sunlight was streaming through her window. She looked at her clock. It read 6:00 a.m. El went to greet him. He had no idea what she'd been up to.

"Hi. Can I go out today?" She asked, knowing the answer.

"Afraid not, kid. You know why."

Max awoke feeling horny in the strangest way. The dream she'd had seemed unlike her usual ones. It was so real, so _intimate_. She didn't know what to think. She wished it had gone on longer, that was for sure. But it was just a dream and Max didn't think she'd ever have any female friend to even _talk_ to, much less do anything else with.

* * *

The Party all met at Hawkins swimming pool the day after Memorial Day in the summer of 1988. Well, the Party minus Will because he was away at art camp. Lucas was leaving later in the afternoon for Indianapolis with his parents. They were all glad school was over for the year but had wanted to skip the crowds of the actual holiday so waited a day.

As Mike entered into the area with the changing stalls, he realized he had forgotten sunscreen. He knew Max was just as pale as he was so he knocked on doors until he found the stall that she was changing in. It was completely innocent. He heard her tale-tell huff in annoyance as she was apparently changing into her swimsuit.

"Hey, Max? Is that you? Can I borrow some sunscreen?"

"Yeah, wait-wait a second," her words rushed out of her mouth and Mike could hear her fumbling around the small space. She hadn't managed to put the bikini top on before Mike arrived, but her arm was pressed diagonally over her bare chest to support the t-shirt she had just put over her breasts. It wasn't like Mike hadn't seen her naked before, but she wasn't ready to risk being seen by other people as she stood half-naked in front of her boyfriend's best friend.

In a matter of a seconds, there was a clicking sound and the stall door creaked open.

"Here," she tried to sound casual.

When Max opened the door and Mike saw her standing there covering herself, the idea of doing stuff to her in a public place invaded his mind. He wasn't sure what had come over him lately. He knew he'd never have feelings for her but the way she reacted to him, especially when he was rude to her or mean to her, was something he liked. He didn't have the instinct to take care of Max, like he had El. She seemed to want to be put down or degraded and he found that doing that came easily to him. He knew he still resented her because she was there and El wasn't.

Mike pushed the door open and stepped inside the stall.

"Put it on for me. Get everywhere." His tone was suddenly demanding.

"What?" Max's voice cracked. "Do I look like your personal assistant? And get out of here before Lucas sees you," her voice was almost inaudible as she mentioned her boyfriend and her hands were quick to back up her words as she tried to push Mike out of the cramped space.

Mike grabbed her hands. "Let's stay. You still need to finish putting on your suit. And..."

Mike moved her hands lower until they were on his suit, both touching his cock through the fabric.

"You know you want to suck on this. I bet if I checked I'd find that you're wet already. I'm sure of it because we could get caught at any time and because look at what you're doing right now, Max."

He looked down and saw her follow his gaze to her hands. She was actively massaging his dick through his swimsuit. Mike could see his erection straining against the material.

"If you want me to leave, then why are you doing that?"

"I swear to god-" she whispered through gritted teeth but continued to apply pressure on his cock. Her t-shirt was now pooled onto the ground and she kicked it aside before squatting down in front of him, her fingers hooking around the hem of his swimsuit until it was down to his knees. She stared at his aching cock for a few seconds, her pussy already throbbing in anticipation.

"You'd better be quick and quiet," she warned, her fist working up his erect shaft before she inched in and wrapped her lips around the swollen tip. Her taste buds were invaded by salty pre-cum and she breathed through her nose deeply, trying to rationalize every aspect of what she was doing right now. If Lucas barged in at the moment, they'd be dead. But maybe he wouldn't, she contemplated, as her head bobbed until Mike's shaft was almost all the way down her throat.

"See? I knew you, oh fuck, wanted to. I'll be quick if you suck me good enough so that's up to you. Yeah, deep like that. If you, gah, really want me to be quick I can do this."

Mike placed his hands on either side of her head.

"Keep your teeth out of the way."

He held her head and started to fuck her mouth. He could feel the head of his cock hitting the back of her throat. He heard her gag but pushed in twice more before he let her catch her breath.

"I'm gonna make noises if you do that," Max whispered, saliva dripping down her chin and onto his cock as her right hand pumped it. Her freckled face had already turned red from the lack of oxygen and as much as she liked having Mike down her throat repeatedly, it all ended with her making gurgling sounds and gasping for air. And a public changing stall was far from a soundproof place so deep-throating was out of question at the moment.

"Just stop talking," she added before putting his cock back inside her mouth. Her head bobbed up and down quickly while she cupped his balls and applied different amounts of pressure in an attempt to make him come quicker.

Mike's cock was hard and slick with Max's saliva. He was watching her head as it bobbed and he could feel her nose on the skin of his pelvis every time she went down. He had let go of her head, fearing she might stop if she thought she'd make too much noise. He liked dominating her but he knew there was only so much shit she would take.

As he was biting his lip to keep from moaning, feeling her tongue slide along his shaft, he heard a familiar voice.

"Mike? Dude, when are you gonna be ready? And have you seen Max? I thought she came back here to change." Lucas was looking for him.

"Um, I'm almost done. I'll be out in a minute." He was trying to keep his voice steady. Max was sucking harder now, no doubt to fuck with him. "And I haven't seen her. Maybe she went to the bathroom or the snack bar. I'm sure she's aROUND." Mike felt her take him the deepest she had yet. He almost groaned in ecstasy.

"You okay, man?" He heard Lucas ask.

"Yeah, just stubbed my toe. Just go ahead and I'll be right behind you." Mike's mouth hung open as he watched her looking up at him as she pumped him with her hand and barely let her tongue touch his shaft.

"I'll see you out there. I'm gonna go find Max."

They heard Lucas walk away.

"Fuck. Finish me quick."

"No way. Better put that hand into practice," Max mumbled after wiping her mouth and standing up in a rush. Her heart was beating madly against her rib cage, the adrenaline surging through her body because of what had just happened.

She couldn't believe Lucas had been only a thin door away from seeing her sucking on his friend's hard cock like her life depended on it. Thousands of thoughts swirled through her mind as she hurried to secure her bikini top around her neck and back before she decided on a plausible excuse; she had gone to the bathroom and had exited it before he had gotten there. _He'll believe me_, she tried to convince herself.

After nodding her head absentmindedly and in agreement with her plan, she took one last glance at Mike and could easily decipher the frustration written on his features.

Mike watched her leave the little room and took a deep breath, trying to bring himself back into control. He knew he couldn't take forever because he'd told Lucas he'd be right behind him. Standing in the changing stall, Mike made up his mind. Before the day was over he'd have Max begging him to do to her whatever he wanted. He was going to have fun with it. He squeezed his cock and then draped his towel around his waist to hide his still raging hard-on and headed out to the pool.

He found his friends in the shallow end and quickly tossed his towel and jumped in so that no one would notice his erection.

Dustin and Lucas were wrestling and Max was standing in the water near the side of the pool watching them play in the water. Mike sidled up next to her, his long arms hanging into the depth of the pool, which went to just above Max's breasts. He didn't speak as his hand went into her bikini bottoms, over her ass, his fingers reaching into her pussy from behind. She gasped. Mike watched his friends.

"I was right. Damn, so wet, even in the pool." He knew what she liked and he touched her that way.

But they could have been discussing the weather.

"It's water, idiot." She tried to come up with a half-assed reply, but it sounded dumb even to her.

Two of his fingers were plunged right inside her tight hole and she hissed, her elbows resting on the edge of the pool as she looked down. She couldn't see anything but the water moving between her legs and she bit her lip hard, afraid of drawing too much attention.

She couldn't even fathom the idea of Lucas figuring out what was going on and she knew how much was at stake by allowing Mike to finger her a few feet away from her boyfriend, but damn it felt so good.

His fingers arched inside her cunt right when Lucas turned his back to them.

"Sto-oh-p," she murmured meekly but much to her dismay, her legs went further apart on instinct.

"But you don't want me to stop. I know it." Mike continued his efforts, though slowed and went deeper."

"Don't worry. I'm not going to call attention to you. I'm not even going to do this much longer. I just wanted to see if I was right. Looks like I'm always right."

"You're disgusting," she whispered while waving at Lucas. He seemed happy.

Mike was rubbing her lips, teasing her. He planned to do this off and on all day. He brushed over her clit and removed his hand.

"Guys, I'm going to the hot tub. Come if you want," he stated, looking at Max. He was back in control of himself as he exited the pool.

The hot tub was empty so Mike had it all to himself.

Max swam toward Lucas and Dustin as soon as Mike left. She jumped on Lucas' back, her covered boobs pressing onto his neck as she kissed his cheek and smiled. She knew he had no idea of what kept happening between her and Mike today or any other day for the matter, but she always had the urge to be nice to Lucas when Mike was around, both out of guilt and also to annoy Mike. She couldn't help it. Her face nuzzled against his before he spun her around in his arms and they both heard Dustin gagging.

"Excuse me, I was doing something with your boyfriend," the curly-haired boy exclaimed before splashing water in the couple's direction.

"Stop it!" Max tried to be serious but she ended up cackling and defending herself from Dustin with the same technique, one arm draped over her boyfriend's shoulder as she clung to him like a monkey while the other one scooped the water out and toward the boy in front of her.

All three of them were laughing as Lucas tried to shield Max from the water attack, but then something caught her eye - or better said,_ someone_. Mike.

He was looking at them and a part of her wondered when he had decided to become so sad and miserable. But then she remembered. Her smile faded within seconds as she hopped off Lucas' back entirely and murmured against his lips.

"I'm getting cold. We should get in the hot tub, too."

"Go ahead. I still have to win a match against Dustin," he whispered back and kissed her cheek. "And try not to piss Mike off," he laughed and Max forced herself to act unperturbed.

"I'll try my best," she put on a fake smile before getting out of the pool, droplets of water covering her ivory skin as she made her way toward the hot tub. She knew what she was in for.

Mike had been amused by Max's frustration and her irritation at him but sitting alone in the hot tub he had time for his thoughts to speak to him.

He watched his friends play in the water, watched Max cling to Lucas and how they were all laughing.

_I wonder if El would cling to me like that. I miss hearing her laugh._

He was sitting there feeling sad when a familiar redhead appeared and started to enter the hot tub.

"Back for more?" Mike asked, but the playful mirth that had been in his eyes earlier was gone, replaced by melancholy.

She beamed in reply until her eyes met his. The look on his face was enough to make her grin falter and it took all of her might to keep her mouth shut. For the umpteenth time, it broke her heart to witness him being so lonely and out of touch with everything that was going on, but that was why she had decided to join him in the hot tub in the first place.

They were sitting opposite each other and she had specifically chosen to have her back turned to the pool. This way Lucas or anyone else couldn't see her now that she was letting her breasts pop out of the swim bra to let Mike take a look at them.

"I know you can't fuck, but somehow I still like it when you do it to me."

She pinched her nipples and put all of her focus into taking Mike's mind off his agony.

"I guess I just like teaching you how to fuck." The smug look on her face stayed as one of her feet reached his crotch from under the water and she massaged his cock with lazy strokes.

Mike was staring at her breasts when he felt her foot touch his cock. He was feeling sad, but also bold. They were the only ones in there and the bubbles were going, so he pulled his cock out of his swimsuit and then grabbed her foot and started rubbing it against his member, which was quickly becoming hard.

"Let's see how good you are with your feet. Teaching me to fuck...right, _that's_ what you're doing. You know he doesn't do it like I do. I love Lucas, but I know whose cock you'd rather have punish you. Because that's what you like."

Mike never looked away from her. Soon he was able to stop moving her foot himself and she was getting into it, adding her other one. He was being jacked off with the soles of her feet.

Her round eyes narrowed as he spoke. She wasn't appreciating being put on blast and it infuriated her to realize that he was speaking nothing but the truth.

She had to hit back at him somehow.

"And you're a quiet little nerd who likes to boss around in private because you're too lame to do it all the time," she shot back, her sprawled arms clinging onto the edge of the tub as she sunk a little further into the water and bent her knees until her legs formed a diamond shape. This way she could easily jerk Mike off without cramping up her muscles or be spotted from the outside of the tub.

She took a glance over her shoulder only to see Lucas still wrestling Dustin in the water. That was her free pass to continue her work, her heels sometimes pressing onto Mike's balls before she went back to stroking his cock with her feet.

"But I made you this way. If it wasn't for me you'd still be jerking off to Princess Leia," she laughed and pressed the ball of her feet onto his balls to emphasize her upcoming insult. "Nerd."

"You say whatever you want. We both know how you like it. And I'll have you know I don't jerk off to Princess Leia. My imagination is far greater than that." He hoped she didn't see the streak of hurt that must have surely crossed his face since he knew he only ever jerked off thinking about Eleven.

"You want this. You must because you keep giving in and you keep coming back. I must fill some hole for you. Or holes."

Mike sat back and enjoyed the feel of her soft feet on his cock. He liked how almost his whole dick was between her feet and when her heels brushed his balls he would feel his cock twitch.

"Are you gonna make me cum with your feet in the hot tub of the public pool while your boyfriend is fifteen feet away? I'm sure you wish it was terrorizing your cunt. You could take it."

"Of course I could. That is barely a penis," Max teased, one of her feet pressing Mike's cock against his stomach as she spoke. She went back to massaging it right after and she took pride in every microexpression Mike provided her with, although unwillingly. He was way too cocky to let her be aware of how much he enjoyed it, but she didn't care. The way he twitched and merely parted his mouth was enough to turn her on and keep jerking him off.

Her breasts were still out in the open air, the bubbling water caressing them with every move of her body and she looked down at them before looking back at Mike, grinning at the way he would sometimes get lost into gawking at her erect nipples.

"You seem smug for someone who's giving a foot job in the local pool. I'm not bothered by what you say about my cock because your actions say something different. You want to feel me impale you with it so it must not be too pathetic. Are you wet right now? You could just come sit in my lap but I know you won't. You'd rather hide and fuck me in secret."

Mike was looking at her breasts and how the water bubbled around them. He knew he was just messing with her but he wished they were alone so he could feel his cock slip into her. He got more serious. Her feet were still lazily stroking him.

"Lucas isn't going to be home tonight." He spoke as though he was telling himself.

"I know," Max mumbled almost inaudibly.

Having been reminded of Lucas, she stopped jerking Mike off so she could tilt her head and see what his other two friends were doing, only to realize they were approaching the hot tub. Max retracted her feet from Mike's cock at the same time she covered her boobs and he seemed to shift around and fumble under the water until his swimsuit was covering his erection.

"Hey," Max put on a smile as Dustin and Lucas slipped inside the hot tub, her arms wrapping around her boyfriend's neck on instinct. He smiled and kissed her lips and she couldn't help but take a glance at Mike from the corner of her eye. He seemed unfazed.

"Hey, can you take Max home? My parents are coming to pick me up from here so we can leave earlier and Dustin is gonna leave before us," Lucas asked Mike as he tried to settle his girlfriend onto his lap. She complied contently and waited for a reaction coming from the freckled boy.

"Yeah, sure," Mike answered automatically. His mind was already at work, thinking of where he could take her to fuck her senseless. He was through with the teasing. It was true that he'd started it but now his balls were starting to ache and she had that satisfied smirk on her face that he needed to wipe away.

"She'll have to ride in the front though. I'm not her chauffeur. I know she'll hate sitting beside me but if she wants to get home," Mike had been speaking as though she wasn't there but then looked directly at her, "she'll have to suck it up."

Max was glad her back was turned to Lucas and Dustin was too busy staring at other girls passing by to study her face at the moment. It felt as if all the air exited her lungs and she found it hard to breathe. Her pulse was throbbing in her ears and her round, blue eyes widened at Mike, silently begging him to stop talking. If only she could make him stop breathing, she would.

And as if it wasn't enough, Lucas had to laugh and add the worst, yet most presumed thing he could have possibly thought of.

"She will, don't worry. Right, babe?"

His hands caressed Max's milky thighs under the water and she nodded, more abashed than ever. She was still thinking of a rapid way to deflect Mike's subtle attack when Dustin stood up all of a sudden.

"Alright, guys. Gotta pick up my mom. Send me a letter, buddy! I'll miss you." He ruffled Lucas' hair and the boy snorted before they all said their goodbyes.

Now only three of them remained and Max found it unbearably tricky to act normal when her boyfriend was subtly trying to stroke her clit while Mike sat on the opposite end of them.

Her breath hitched and she watched Mike in silence, their eyes locking for a few seconds. She felt used and had no idea how to deal with it. She had been giving Mike a foot job minutes before her boyfriend decided to finger her right in front of him. A minor part of her felt humiliated, but she just hoped it stirred something inside of Mike that she could benefit from once they were alone.

Mike knew what Lucas was doing to Max under the water but he felt no resentment, no pangs of jealousy. His thing with Max was purely sexual and he liked that it sometimes took his mind off of El. Of course, a lot of the time it made him think of her _more_ but then he could pretend he was fucking El instead and his heart ached less.

"Before you leave, my Appetite for Destruction tape is in my bag. You can take it with you so Erica doesn't drive you insane," Mike said to Lucas. He had noticed Max lock eyes with him but he kept talking. "REM is in there too if you'd rather take that. Or both. I want you to have a good trip. I hope Will's having fun at art camp."

Saying Will's name gave Mike an idea and he had to cover his mouth to hide his smile.

Max was hurt and irritated. Her brows furrowed as she listened to Mike talk as if nothing went on.

"What wonderful taste in music, Wheeler!" She exclaimed in a forged voice while guiding Lucas' fingers inside her. Her lips parted in pleasure and she smirked at Mike before adding, "Definitely not something that a sad nerd would listen to."

Lucas sighed and shook his head. He was already used to them bickering all the time, but he still felt the need to cut his girlfriend off before it became worse.

"Thanks, man. And yeah, I'm sure Will's having a blast. He's been talking about attending it since forever," he laughed and added his third finger inside his girlfriend. He didn't think Mike was aware of anything that was happening, but unbeknownst to him, Max's right foot was back on his best friend's cock and pressing on it. The water bubbles floating on the surface concealed her actions.

Mike was surprised by her move. It was bold even for Max.

"I listen to good music! Sorry I'm not into Tiffany or Debbie Gibson or something," he said sarcastically. He knew Max probably wasn't either but he could never keep from arguing with her. His hand caressed her foot as she rubbed it against his suit. He was hard again.

"When do you have to go, Lucas?" Mike asked innocently.

"They should be here any minute. I'm gonna miss you, guys," Lucas sighed and removed his hand from Max's core so he could hug her earnestly and kiss her neck.

"I'm gonna miss you, too," she cooed and turned around in his arms, her womanhood pressing on his clad cock. It was funny how she managed to turn both her boyfriend and Mike on without too much effort. She took pride in it, the feeling almost indescribable, but she decided it was a mix between feeling powerful and cheap at the same time.

"We should go change," Lucas offered, his tone suggestive while he caressed her ass. Mike could see it but pretended not to.

Mike watched them walk toward the changing stalls, Lucas' arm around Max's waist. He sat in the hot tub for another minute or so, just thinking. His balls ached but he'd relieve that shortly. Seeing couples together always reminded him of Eleven and he always found himself imagining what she'd be like in every situation.

He finally shook himself from his melancholic daydream and got out. He wrapped his towel around him but had no real intention of changing. He knew exactly how his evening would play out and he wouldn't be needing underwear or pants.

He walked toward the pool entrance to wait for Max and Lucas. It took them longer than he'd hoped but finally they appeared, hand in hand and giggling.

"Took you long enough. I was about to let you walk home," Mike said gruffly. "You're lucky I wanted to say goodbye to Lucas." Mike narrowed his eyes playfully but Lucas didn't notice.

"Have a great trip, man," Mike said, giving Lucas a hug.

Mike stepped back to let them say their goodbyes, which was a sappier scene than he'd wanted to see. Finally, he and Max walked together to his car.

They had barely pulled out of the parking lot when Mike removed his hard cock from his still damp swimsuit.

"You need to finish what you started. I want to feel your mouth on my dick like right now. You should be warmed up, I see that blob of Lucas' come on your shirt."

Max's eyes almost popped out of their sockets when she saw Mike's hard cock released from the confinement of his swimsuit. He looked unbelievably good, his pale, bare chest glistening with small droplets of water coming from his hair while he drove with one hand. His other one gripped the base of his thick shaft and she gulped thickly.

She snapped out of her trance when he spoke.

"Or more like fed up." Her eyes narrowed at the wet spot on her t-shirt. "My jaw hurts because, unlike your small dick, his really hurts my mouth."

When her eyes averted back to him, he was shaking his cock while looking at her expectantly. Sighing, she gave in and wrapped her delicate fingers around his shaft.

She looked out the window absentmindedly, her hand working him up as she thought of how strange she was going to feel without Lucas around. She needed to make sure that Mike was going to keep her company and so she put more focus into her hand movement, her wrist flicking in a swirling motion around his erect penis.

"No, I said I want your mouth on it. Right here, right now while I'm driving. You can't keep teasing me. So put my small dick in your mouth while I take you some place to punish you for being such a tease all day."

Mike kept one hand on the wheel and with the other he tried to tug her head into his lap.

If Max hadn't felt so dependent on Mike for the following week she would have slapped his hand away and probably kicked him in the balls. That was her first instinct. But instead of yanking his hand off her, she guided it to the back of her head before she shifted in her seat and sighed.

"You're lucky I'm in a good mood," she lied and lowered her head. She didn't know if Mike could tell she was bluffing, but she was aware that even if he had noticed her sulking over Lucas' departure, he wouldn't have cared anyway. It hurt but she was determined not to think about that at the moment, instead focusing on wrapping her plush lips around his cock.

He was anything but small and she had felt it every time he had fucked one of her holes. Sure, he wasn't as big as Lucas, but he was probably above average and definitely thicker. It stretched her mouth wide open as she forced her head down onto his shaft and breathed through her nose, her pussy throbbing at the thought of what he was going to do to her. It was obvious that Mike wasn't going to take her home until he used her in every possible way and she couldn't wait for it to happen.

"Oh shit, just like that." Mike had to force himself to keep his eyes open as he drove through the streets toward the quarry side of town. He could feel Max's cheeks on his thigh, she had his cock so far down her throat.

His right hand crept from the back of her head down her spine, stopping with his fingers just under the waistband of her shorts.

"Fuck, not even wearing panties. What a slutty girl." His words were rude but his tone was not and he let his fingers dip lower into her shorts.

He finally pulled off the road into the trees. He still hadn't cum but that was okay. Max lifted her head when she felt the car stop.

"We're going to walk so Mrs. Byers doesn't see us." Mike barely tucked his still hard dick back into his shorts.

Once they were behind the trees and he could see the back side of Castle Byers in the distance, Mike started giving commands.

"Take off your clothes. I want to watch you walk naked through the woods."

"Excuse me?" She didn't know if she should laugh or take him seriously. She looked appalled and truly confused. "No way."

Mike could see that she wasn't going to give in easily. Behind closed doors was one thing; being out in the open was quite another. He gently pushed her against a tree. His fingers started unfastening the button on her cut off jean shorts.

"Look, we're just going right over there to Castle Byers. No one will see. It'll get me even harder if I can watch you walk there naked. It's not far. Don't you want to be fucked by my extra hard dick?"

Mike slipped the shorts over her hips as he spoke and he heard Max gasp but she didn't try to stop him.

"Fucking perv."

She breathed out as she felt the warm air hit her bare pussy. Her thighs glued together instinctively but Mike was quick to open them back up so he could take a better look at her pussy.

It was humiliating to say the least but that was what got her off the most so there was no need to fight against her instincts. Sighing, she gave in completely and took her shirt off as well before tossing her clothes in Mike's arms. Her gestures were rushed and angry, but her face showed nothing but coyness.

"Here," she murmured bashfully before starting to walk in front of Mike. Her pale ass jiggled with every slow step she took and as much as she wanted to just run until she reached Will's sacred place, she knew how to tease Mike and make him ask for more.

Mike watched her walk toward the fort. She was going slowly and letting her hips sway purposefully. He followed her, wanting to touch her ass now that he was watching it walk away.

When they got inside Castle Byers, Mike did touch her. Both hands went to her ass cheeks and he squeezed.

"Now I'm gonna do what I've wanted to do all day, and what I know you've wanted me to do. We're all alone now and no one ever comes out here. We might as well be deep in the forest. So when I fuck you so hard you need to scream, go ahead."

Mike breathed the words into her ear, standing behind her, still kneading her ass. He took a second to push his swimsuit down, rubbing his cock on her body.

"I'm feeling generous today. How do you want it, MadMax? My cock is all hard, it's so ready it's dripping pre-cum and lubing itself. So tell me, how do you want to feel it?"

Max's snort echoed through Will's fort. She'd never had Mike ask her how she wanted it, but now that he had decided to be generous, she was going to take advantage of it.

"I don't care how you fuck me," she whispered before turning around to face him and gripping his cock. She stroked it firmly, squeezing it every once in a while as she spoke.

"But don't even think of not making me cum today. I've been sucking you off in a changing stall and giving you a freaking foot job while my boyfriend was fingering me so I don't wanna hear any of your shit today. You have to make me cum whether it takes you five minutes or two hours, got it?"

"You know that even if I don't you'd still fuck me again. Deep down you don't think you deserve to cum. I know it. But today, whether either of us think you deserve it or not, you're gonna cum so hard you'll forget who you are."

_And _I'll _forget who you are_, Mike thought.

"But answer my question so I know if I need to throw you down onto the blankets or push you against the wall."

Max was still stroking his cock and he ran his hand across her breasts, pinching a nipple lightly.

She drew in a sharp breath while looking down and admiring the way his long fingers worked on her pointed nipple. Her thighs were already covered in juices and she squirmed slightly, her pussy contracting at the thought of Mike entering her soon.

"I don't care. Just...use me," her voice was almost inaudible and her face flushed red as soon as the words came out of her mouth. She hadn't planned on voicing out her biggest wish and her eyes met Mike's right after to see what his reactions was.

It was then that Mike saw the depth of her need for humiliation or whatever. She clearly wasn't going to give him a straight answer, thinking that however she ended up getting it was what she deserved. It made Mike a little sad actually. It was fun to degrade her and talk down to her but realizing that it turned her on for probably some reason deeply instilled in her brain made him wonder what other issues she had.

But that was a psychological battle to fight another day. Right now his cock was literally throbbing, he could see it moving.

"You want me to use you? You want to be my toy?" Mike pushed her down onto the quilts Will had laying on the floor. He climbed on top of her, grabbing one leg and pulling it up over his shoulder. With one easy thrust his cock was buried deep inside her. They both groaned.

"If that's the case," Mike was slowly but deeply fucking her, "then we're just gonna start here. I'll make you cum but you don't get to until I say you can."

Mike pistoned into her wet cunt a few more times before pulling out. He rolled over onto his back.

"Ride my dick now. Do _not_ cum on it."

Max didn't hesitate to obey but her eyes refused to meet his as she straddled his hips. She kept her head down, as if looking at him would be a sin or she would cross some unwritten barrier between them. It was plain to see that Mike felt the same; his eyes would always close whenever she fucked herself up and down his shaft so Max found it useless to attempt locking eyes. She was too flustered after her admission anyway.

Gripping the base of his cock, she positioned it right at her damp entry before sinking all the way down. It filled her up in undefinable ways and she moaned, squeezing her eyes shut and throwing her head back as she started riding him. Her palms pressed flat on his chest as she started bouncing and she could feel his heart thumping furiously over her fingers. It made her feel at ease to know that he was just as aroused as she was.

Mike was trying to keep his eyes closed but occasionally he would open them and see her bouncing up and down on his shaft. He couldn't help watching as his cock disappeared into her, noticing how her wetness had spread over his entire crotch. He also couldn't deny how hot it looked. Her tits were bouncing along with her and Mike gave in to his urge to fondle them while she rode him.

"Hmmm, you fuck me like you _like_ doing it. I can tell by the look on your face. How can I use you if I can see that you enjoy it?"

Mike gave her breasts another squeeze and then pushed her off of him. He didn't speak as he handled her, moving her until she was on her knees on the blankets. He was behind her rubbing his cock along her ass crack.

"Now I can't see your face so I'll be able to properly use you. Feel free to have whatever expression you want. I won't see it. I'm just going to listen to you as I do this."

Mike pushed into her dripping pussy so hard they both fell forward. He roughly spread her legs wider with his hands and lifted her enough that he could get his cock all the way inside. He started fucking her hard. He could hear her panting and moaning.

Her legs stayed in the same position Mike wanted them to as he pounded her so hard half of her face was smashed into the quilts.

"Oh, plea-please, ah, fuck," she mewled into the blankets, her hands desperately searching for something to grasp but the thin covers moved along with Mike's thrusts, leaving her incapable of keeping her balance. Her attempts were futile until she reached behind her and held onto Mike's thighs, feeling his muscles flexing with every powerful thrust made in and out of her cunt.

"Mike-" she shrieked, her eyes screwing shut when she realized what had just come out of her mouth. It had always been like this; she couldn't help but moan his name out whenever he decided to reduce her to a quivering mess, but the sound of his sack slapping against her pussy as he fucked her hard this time helped her drown every ounce of embarrassment.

All she was left with were small whimpers escaping her constantly parted mouth while her fingernails grazed his legs or buttocks. It was desperate and rougher than ever and she didn't know if she should cry from the burning pain or smile contently, but the way the corners of her lips twitched upward helped her make up her mind.

As Mike pounded into her, grunting and thrusting, he heard her say his name. She cried _Mike_ instead of _Wheeler_ and he instantly thought of El.

It kind of made him mad that she'd said his name.

"Don't...say...my...name like that," he plowed deeper into her, as if daring her. "If you want to get to cum don't call me Mike."

He slapped her ass hard for emphasis. And then once more.

"Oh but that's right. You don't follow rules. That's why you need so badly to be punished by my cock." He was lying on top of her, whispering in her ear. "But will it ever be enough?"

Mike pulled back, pulling his dick out of her.

"Get up. Since you were bad you can stand in the corner."

He jerked her up once she had rolled over and then he pushed her to the corner of the fort.

"Face the wall." He turned her around so that her nose was almost touching the logs that formed the wall. He kicked her feet apart a little and then returned his cock to her pussy.

"Now think about what you've done," he whispered, his arms around her so that she'd be closer. He rocked in and out of her. One hand slowly began to move lower, brushing over her breasts before heading south.

Max's small quivers turned into more violent shakes as he fucked her from behind. It was anything but rough, but being so vulnerable in front of Mike and allowing him to degrade her to the point he controlled her every word and move made her whole body tremor.

Her abdomen clenched in on itself and she swallowed thick while glancing down at his lanky fingers traveling unbearably slow down her torso. She couldn't take it anymore.

"Please," she pleaded, her wobbly hand trying to guide his to her burning core. Her weeping pussy sunk back onto his hard cock to convince him to touch her.

"Please what? You want me to touch you? Is my cock buried in your cunt not enough for you?" Mike heard Max whimper again so he moved his fingers closer to where he knew she wanted them.

"I'll touch you but you can't cum yet. DO. NOT. CUM. Do you understand? You can't until I'm ready, and I'm not ready yet. You said even if it took two hours, so my window is still open."

Mike brushed his fingers lightly over her pussy lips. He was going to make her cry. He kept fucking her but made sure not to get overzealous and push himself over the edge before he was ready.

"There. I'm touching you. Is that how you meant?"

"N-No," Max whimpered and writhed in place, her shaky fingers gripping his. She meant to squeeze them firmly but her eyes bulged in stupefaction when she realized how powerless she had become, her emotions having gotten the best of her and making her unable to do something as plain as controlling her own hands.

"If you don't...do it...I'll do it...myself," her meek tone was far less threatening than she had intended and considering how weak she felt, there was no way she could successfully touch herself while Mike was still plowing her.

She still managed to guide Mike's fingertips right to her clit and she forced him to make circular motions over the sensitive spot, the overwhelming sensation making her head fall onto his chest while her back arched so he could still fuck her from behind.

Hearing her sound so powerless was new to Mike. If it was possible for his dick to get any harder, it did.

"You want me to touch you there. I see. I guess since you said please I will." He started rubbing her in earnest. He was using his whole hand. When his fingers massaged her lips the heel of his hand bumped against her clit. He could feel his cock brush against his digits as he pushed it into her.

"I know you want to cum. You have to hold out though. I'll be nice and we can cum together. I'll tell you when. Don't do it before I say so." He was rubbing harder and then slacking off and only teasing her. He knew it was driving her mad.

"I'm really close. I'm gonna fucking cum hard inside you. That's where you want it, right? You like feeling me fill you with my cum because you like how dirty it feels later as it drips out. Soon. Soon you'll feel it. But obey me."

Mike was fucking her deeper and faster as he felt his orgasm building. He was almost there.

"Do you like it when I control when you get to cum?"

"Mhm," she murmured exasperatedly, her ass rocking back and forth on Mike's cock as she met his thrusts halfway. It only lasted for a while though, his pounding becoming so hard she couldn't keep up with him any longer. She let herself get fucked harder than ever, her hands clutching Mike's forearms for support.

"Please...no more," she cried out. Every time she felt herself about to hit the point of no return, Mike would take his fingers off her clit and she'd mewl uncontrollably, her fingers frantically searching for his until he touched her again.

"Do you need it? You need me to fill you with spunk so I'll let you cum all over my cock?" Mike waited for an answer but she only gurgled and nodded. He shoved himself all the way in and held himself there as his fingers went to her clit. He wasn't teasing anymore.

"How badly do you need it? You have to tell me."

Even though his balls were screaming to cum he was going to have the satisfaction of seeing her as putty in his hands. He continued to rub circles on her clit, only stopping to lightly slap it with his first two fingers occasionally. He could hear her whining.

"Come on, Max. Tell me how much you want it."

"I want it so much," she sobbed, her hips struggling to release themselves from his grip so she could relieve the pain of having him buried so deep inside her cunt. At the same time, that could only force him to touch her clit.

"Please, just...make me cum. Make me cum, please. I want to cum on your huge dick," she cried out, forgetting everything about her previous vicious attacks aimed at him and which were supposed to make fun of his penis. She couldn't lie to him or to herself anymore; he was thick and it tore her pussy open every time he decided to fuck her senselessly.

"That's what I thought. You're all talk, Mayfield." Mike rubbed faster.

"My cock is gonna explode inside you. I want to hear you. Okay, Max, do it. Cum on my cock. Do it now."

Mike waited until he felt her start to spasm and then he let go, filling her with thick ropes of his semen.

"Oh fuck, I can feel you cumming on meeee!" He cried as he continued to pump into her, wanting to spurt every drop into her quaking pussy.

"Oh, fuck, fuck, fuck, I'm gon-, Mi-" she screamed while forcing herself to glance down and watch his movements on her swollen clit. Her ocean eyes threatened to pop out of their sockets as she came hard, her inner walls convulsing and clamping down on his cock as she milked it dry.

It took her a solid minute to calm herself down, only to still feel Mike behind her. It took her by surprise; he was usually quick to get away from her as soon as they were done but she figured he was just as affected by his own orgasm. She didn't care enough to ask about it though because all she could think of were the warm, unexpected tears falling down her cheeks with a lack of control. It was too much, she couldn't handle his breathing down her neck or his heart beating against her back anymore so she mildly pushed him off her and crouched down, starting to sob breathlessly.

Mike felt her push him away. She crouched on the quilt, her knees pulled to her chest. Max Mayfield was definitely crying. He wasn't sure what to do. He sighed, stepping over and pulling another blanket around her bare body.

"Um, are you okay?" He asked softly. "I didn't like, hurt you did I?"

Mike busied himself getting dressed while he waited for Max to answer him or stop crying or just be the regular snarky girl he was used to. He still had to take her home. She was sniffling and had her head buried in her knees.

"I'm sorry okay? I should have been nicer. I mean, that was really good just now. You should know. It was really good." Mike was so uncomfortable he was complimenting her. She was still crying softly.

"It's not-" she hiccupped, her hands coming up to wipe away the snot and tears running down her face.

She had no idea why she was crying in the first place. Mike hadn't hurt her and even if he had, she had clearly wanted him to. But she felt overwhelmed, all the emotions bubbling up to the surface and threatening to spill until it was too late. Today was too late. And unfortunately for Max, it happened right in front of the only person she had refused to be vulnerable around. Or maybe that was why today was the day she let herself loose, even against her will. Maybe he fucked her so hard and raw it triggered something deep inside of her that she had refused to ever show. Either way, she couldn't control any of it. She gripped the quilt and kept it around her body, the tears dampening every inch of fabric close to her face.

"Where are my clothes?" She asked after a while, her sobs starting to falter although her voice was still shaky. She refused to look at Mike.

"Here." Mike handed her clothes to her. "If you want me to wait outside I will." He was being nice. Seeing her cry after he'd been so controlling, whether that was the reason or not, made him feel bad. He was thinking of El again, of the last time he saw her, in Mr. Clarke's classroom right before she ended the Demogorgon and disappeared. She had been crying too.

"I'll just give you some privacy and then I'll take you home. Okay?"

Mike stepped outside, not waiting for an answer. He felt like crying himself.

**A/N: I have several more chapters ready before I actually have to craft anything new. I may alter what I have a bit to keep everything in continuity after the new stuff is added, but the majority of what we wrote will stay the same. I have to add at least three chapters and the ending, which may require even more additions. I just want it to be a good story because writing it with my friend was the best thing ever. The BEST. I also would like to add that we wrote all of this before season 3. I didn't really care much for season 3, have only seen it once in its entirety, and if I do write any more stories, on either account, they will be AU and only sprinkle in canon as nods to the show.**


	9. Chapter 9

**As promised, I offer chapter 9. Bear with me please. There are at least four more chapters until El comes back for real.**

* * *

With Lucas in Indianapolis and Will at art camp, Mike didn't have a lot of choices in people to hang out with. Dustin was supposed to come over and play video games with him while Mike's parents were gone for the day, taking Holly shopping and then to the zoo. But Dustin had called earlier to say that he must have gotten food poisoning or something because he'd been, as he put it, throwing up his toenails since about 4:00 a.m.

So that only left one person.

Mike was hesitant. It had been three days since he'd last seen Max. They had turned Castle Byers into their own fuck den that day. It had been so intense that Max cried afterwards, which caught Mike off guard. He was still a little shaken by it. He felt a little bad too because despite what she'd said, that she wasn't crying because he hurt her, he still wasn't so sure.

_I could see if she wants to play games_, Mike thought, and then frowned. That sentence could be taken a different way.

He didn't remember walking into the kitchen but somehow he found himself standing in front of the phone. He picked up the receiver and dialed. On the third ring he got an answer.

"Um, hi. Is Max there?"

"That's _mistress_ for you," Max snorted over the phone. She tried to hide the shock and excitement caused by recognizing Mike's voice over the line. She couldn't remember if he had ever called her house before and she was certain that if he ever had, it had been because of Lucas.

"Okay, I deserved that. I'm bored. Dustin is sick. Do you want to come over and play video games?"

_Right. Everyone else was gone, that's why he called me_. She tried not to let the words affect her that much, especially since he'd just challenged her to a game.

"Did you forget what I did to you when I first moved to Hawkins? Get ready, loser."

After hanging up, she ran upstairs to take a shower. Not that she needed one in order to play video games with the school's nerd, but she knew how most of their one-on-one interactions ended up.

She chose not to wear a bra, her black cotton tank top covered by a green jacket that she paired up with light, high-waisted jeans and sneakers. She examined herself in the mirror, content with how she looked and confident that she might be able to make Mike forget about their last time if she played her cards right. She just needed to stand her ground and hold the tears in no matter what. _I can do it._

The skate ride to Mike's house was quick and before she knew it, she was making her way into Mike's basement through the backdoor.

He was sitting on the couch, already playing by himself and she walked in silence, admiring him from afar. He was cute, biting his bottom lip as he pressed buttons and furrowing his brows. She quickly snapped out of her trance, though, not wanting to get caught staring. When her skateboard was propped against the wooden table, Mike acknowledged her presence and she had to go back to being a bitch.

"Ready to get your ass kicked, nerd?" She smirked and sat down on the couch next to him.

Mike shifted so that she had room on the couch. He ended his current game and turned to her.

"I think you're the one who will be getting your ass kicked. But I'll be nice, since you're a guest. What would you rather play? Double Dragon or Super Mario Brothers 3?"

"Double Dragon," she stated confidently and grabbed the other controller. There was no way she couldn't win, unless she pitied Mike to the point she'd lose on purpose. She didn't want to do that, though. _He_ also needed to know _his_ place, not just her whenever he fucked her brains out.

She chose Billy as the character she'd fight with and Mike had to state the irony in that. It only worked in her favor, though, the added anger giving her the boost she needed to focus on the game.

It started out slow, with Max making sure to serve kicks and uppercuts while avoiding most of Mike's attacks. She had to stifle her laughter whenever Mike's groans reached her ears and as they approached the end of the first round.

"Any last words before you die?" Max prodded in a singsong voice.

One more punch and his character would be dead.

"You just got lucky. I'll beat you next round." Mike was annoyed by the way she sounded...so smug and righteous. Her eyes twinkled with her sadistic grin.

_But wait. I AM annoyed, right? Why do I kind of like it?_

To see if maybe he was just being crazy, he purposefully lost the next round without being too obvious. He wanted to see what she'd say when she won again.

"It's A and B simultaneously if you want a jump kick, not A, then B," she sighed and grabbed Mike's hand along with the controller. Her pale fingers guided his long ones over the buttons as she pressed repeatedly.

"Do I also have to teach you how to play your own games? Jeez," she stated in an exaggerated tone only to see Mike staring at her the entire time. It was odd, but she tried to ignore it as they went for a third round.

She smashed the controller's buttons expertly, licking the corner of her mouth the entire time as she served punches and kicks. Mike was still slow and her patience was running thin. Despite how much she liked to beat his ass at video games, she also wanted to have an opponent worth fighting against.

"Come on, Wheeler. A _and_ B! A _and_ B, goddammit!" Her teeth were gritted as she paid full attention to the game, her character tackling Mike's on the floor. This was his chance to fight back.

"Do it now! Elbow smash! Fucking...elbow- oh, fuck it!"

She took control of the situation until he lost for the third time in a row. She was fuming by the time the screen showed Game Over for Mike and she sighed, her eyes bulging at him.

"Are you freaking serious? That's too easy. I can't play when you suck so much. Step up your game, nerd."

Mike wasn't sure what it was, whether it was her tone or the way she was being so bossy, but it was starting to turn him on.

"What'll you do if I don't step it up?" He asked, almost daring her.

"Uh...I'll kick your ass and humiliate you?" Her eyebrows were quirked up as they stared at each other, but Mike seemed uncharacteristically calm. Or maybe not _calm_, but definitely way too quiet for his usual annoying self, all mocking and teasing. Almost as if he didn't mind losing and having her yell at him. Or even worse, as if he enjoyed it.

"Why? What's wrong with you? Do you like getting your ass kicked? 'Cause I can do that all day long." Her arm rested on the back pillow of the couch as she supported her head in her small hand and teased Mike.

"It's not that I like it. It's, never mind. I shouldn't have said anything. It's stupid." Mike turned back to the TV, ready to start another game.

He wasn't sure how to present his thoughts to Max. He knew she'd make fun of him but he wanted her to tell him what to do. He wanted to see what it was like. He was always the dominant one and he wondered if he was missing out. But how could he tell her that's what he wanted?

"No," Max stated firmly, her hand gripping Mike's wrist until he turned around and faced her. She knew that look, she'd seen it before in the rare moments they made eye-contact during sex or when they weren't alone and he tried to pass his thoughts on to her with the help of his eyes.

She was taken aback, her mouth slowly parting as Mike just kept staring at her, no words coming out of his mouth.

"Wait a minute...you're turned on, aren't you?" She asked in disbelief, her index finger forcing his jaw to its initial position when he tried to look away.

"You really are, aw! You get off on being bossed around, Wheeler?" She laughed and gripped his chin with one hand, examining his face carefully. They weren't so different, after all.

Mike sighed but then tried to look stern. But it was too late. She'd know he was lying if he denied it.

"Yeah well, it's not a big deal. I bet you're not that great at giving orders anyway." Mike tried to hold eye contact but he had noticed when she took off her jacket that she wasn't wearing a bra and now he could see her erect nipples poking through her shirt.

"What makes you think that, nerd? Just because I'm always way too nice to you and let you take over control doesn't mean I don't have it in me. You'd be surprised," she smirked and closed the gap between their bodies, her arm resting on his shoulder while his other hand cupped the growing bulge inside his pants. He really was getting turned on.

"You lost your virginity to me, I basically taught you everything you know. I guess it makes sense to give you orders now...you _are _kind of my bitch," she whispered close to his ear before biting it lightly. He squirmed and it only made her laugh, her voice tickling his senses and rushing more blood to his cock.

"Take your clothes off," she inquired in a firm tone.

Hearing her command made Mike's cock get harder, which was both embarrassing and exciting. He took off his shirt and dropped it on the floor. He fiddled with his belt buckle but then had another idea.

"I can't get it. Can you help me?"

Max sighed and shook her head, giving him a disappointed look. Mike could read through it, though. She wasn't disappointed, she just liked to mock him.

"Stand up," she ordered and he did as he was told.

His tall frame was positioned in front of Max who was still sitting on the couch. He looked down at her unbuckling his belt before making his jeans drop to the floor along with his briefs. He stepped out of them and kicked them aside, standing fully exposed and with a throbbing cock in front of the redhead.

"Good boy," she cooed mockingly, her fingers wrapping around his shaft and stroking it lazily. She watched in amusement the way he gulped, his Adam's apple bobbing in his throat when she pressed her lips to the pre-cum covered head.

He moaned out loudly as she sucked on the tip, refusing to take more of him inside the warmth of her mouth. Mike's patience only lasted until his large hand tried to grip orange strands of hair, but Max was quick to slap his hand away.

"Hands down, Wheeler. You're the pet this time, remember?"

Mike dropped his hands. He flashed back to the 5th grade when he'd had a crush on his English teacher. She'd had red hair too and sometimes he had fantasized about her keeping him after school. She wore glasses though. Max did not. But the game was still fun.

"You gotta take more in. You're killing me here." He wanted to just grab her head and fuck her mouth but he restrained himself, opting instead to see where this behavior led him.

"I don't think you get to talk," she raised an eyebrow at him, her big, ocean eyes more intimidating than ever.

She took her time, making sure to lick every ounce of pre-cum oozing out of his tip, but by the time she started bobbing her head back and forth on his shaft, there was more to come. She didn't mind it, though, and made sure to coat his dick evenly in saliva.

After releasing him with a _pop_, she wiped her mouth and looked up at him.

"Lay down."

Mike obeyed and lay on the floor while she stood up and stripped in front of him. She was wet already, her lower lips glistening even with her legs closed. They didn't stay that way for too long because before Mike could realize what was happening, she planted her knees on either side of his head and hovered over his face, her pussy to his mouth level.

"Are you going to be a good slut and lick me?" She asked as her fingers went through his hair before she grabbed a handful of dark locks.

Mike wanted to rebut, to say something snarky back to her, but she was lowering herself over his face and he realized that his mouth was watering. _Fuck, my fucking mouth is watering for this shit. What is wrong with me?_

But as her pussy met his face, getting his cheeks and lips wet from her arousal, he was already darting his tongue, searching for her cunt. He could barely see and she was tugging his hair but he figured it was more to guide him so he let her lead him. Soon he was lapping away, listening to her moan as he hit certain spots with his tongue. He moved his hands to grip her ass and spread her open a little more and she sank further onto his mouth. Her slick lips were open and suctioning around his mouth as his tongue went deeper. His upper lip was doing what he assumed was a good job as it bumped and massaged her clit while his tongue fucked her.

"That's a good boy," she mumbled encouragingly as she mounted him. She let him do most of the work, licking and slurping on her dripping cunt, but she still needed more.

She wanted to feel him completely at her mercy, just like she had always been for him before, and the best way to do that was to tug at his hair to keep him in place and rub herself on him. His nose bumped over her clit repeatedly, his tongue still darting out and sliding over her hole and labia with every back and forth movement she made.

"Look at you, Wheeler, letting me dominate the shit out of you. I should've done this a long time ago...you sure make a great pet, oh fuck, yeah, just like that," she moaned when his teeth caught her clit as she glided back. He made sure not to hurt her, only teasing her sweet spot before she forced it out of his mouth and resumed grinding on his face.

She didn't want to cum like that, though, and she was quick to pull away after a couple of minutes and lower herself until she was sitting on his throbbing cock without putting it in.

Her juices were glistening on his face and she stared in awe, her finger wiping some of the liquid off and bringing it to his swollen lips.

"Suck it clean. Then you do it. I want to see you lick my juice off your face."

Mike felt her slide down his shaft. He had been anticipating it but hearing her call him her pet and listening to how sexily demanding she was being made the anticipation almost unbearable. She made him lick her fingers and then ordered him to clean his own face.

He felt a little like a cartoon character as his tongue tried to reach everything on his face. He hoped it didn't look too comical.

"Like that? Is that what you wanted? Do you want me to move my cock into you or do you want to do it your, fuck, self?"

"I'll do it myself. How am I supposed to fulfill your wish of being turned into my bitch when you keep asking questions? Learn your place," she threatened, her hands moving from behind to his cock, gripping it tightly before lowering her cunt on his length.

Mike wasn't sure exactly what her plan was. They had been in this position before but never in his basement and never with her giving the orders. She was taking him all the way in and then holding him there. She reached back, spreading her ass cheeks apart and he felt the base of his cock and his balls get embraced by them as they closed around him when she moved her hands.

"Although...oh, that feels nice...I have to admit. You're doing great. You're a good boy," she praised and smiled.

It was the twisted kind of smile, the one that Mike had rarely seen when they were having sex. It was mostly before they got to it, when she was still cocky and snarky before she got a taste of his cock and was reduced to a moaning mess.

His hands went to her hips, trying to impale her on his cock more quickly, but she wasn't having any of it.

"No. Bad slut," she grinned, fully enjoying the act of having complete control over Mike's actions.

She moved his hands to her breasts, forcing him to squeeze and massage them as she finally started fucking herself on his cock.

Mike fondled her breasts as she maneuvered herself on his pole. He was barely having to do anything other than play with her breasts and try not to cum too quickly. Her attitude was making everything hotter. He thought he'd get into it.

"I'm sorry. I won't do it again. I'll do whatever you say. Just keep riding my dick please."

"Whatever I say?" Max smirked, her ass bouncing up and down on Mike's length. They could both hear the squishy sounds her pussy was making every time she took him in and it left them both moaning and panting, but Max still wanted to take it a step further. She knew this might not happen very often in the future; Mike's big ego wouldn't allow him to be degraded _all_ the time.

"Then open your mouth wide," she ordered, her right hand coming up to his cheeks as she squeezed them.

He did as he was told, his plush lips parting when she lowered herself to spit inside his mouth. She could see him flinching, definitely not expecting it, but it only made her smirk.

"Swallow."

"What the fuck, Max?" Mike was surprised but he still did what she'd asked, but not without grabbing her hips and thrusting with force, his own act of retaliation against her spitting in his mouth. He hadn't expected that but the way she was riding him now, harder and deeper, told him that it had turned her on for sure.

"N-No, ah, stop!" Her protests didn't come out as loud and firm as she had anticipated, loving the way Mike was pounding into her.

But that wasn't what today was about, and she was quick to pull away from him, cupping her front as she stood up before kneeling down in front of Mike's feet.

"I'm gonna do something now and you can't say no. I mean you always _can_, but something tells me you're gonna enjoy it. Knees up," she inquired and Mike was quick to obey.

She was almost certain he had no idea what she was planning on doing as she scanned the room until her eyes fixated on the end of the couch. She grabbed a throw pillow and quickly placed it under Mike's bottom, leaving him exposed as she sat down in between his slightly parted legs. She forced them further apart.

"I would've asked you if you've ever had this done to you before, but I keep forgetting you are my bitch and I've taught you everything." She smirked, her head lowering until her tongue traveled across his balls and down to his perineum.

Max grinned, her slick muscle running up and down his crack with slow strokes. She hadn't expected Mike to be so into it from the beginning, but she couldn't complain. She'd been wanting to do this to him for months and tonight was the best opportunity - she was the one in charge.

"Good boy. Look at your tight little asshole, opening up to my tongue. Do you want me to put it in?"

She didn't wait for an answer, though. Her tongue started fucking his puckered hole as she continued to force his skinny thighs apart. There was no way he could get away from her.

"I'm going to do something else now and it might hurt a little, but you have to be a good slut and take it, okay?"

Mike didn't seem to give her an answer and if he did, Max definitely hadn't heard any of it. She was too turned on to focus on anything but his ass, her index finger now smearing her saliva around until she started pushing the digit in. It was gentle and calculated and she couldn't help but smile at how much his body opposed it. It was obvious he hadn't done it before.

_Fuck. Her finger is in my ass_. "Wait! I'm not...not like that," Mike started, afraid she would take any indication from him that it was pleasurable as him being gay, but as her finger continued to push in and pull out slowly, he decided whatever she might say about him later was worth it. She was going to make fun of him somehow anyway.

"Oh, god. You're making my cock twitch when you do that."

Mike desperately wanted her mouth or her pussy back on his hard dick but her finger felt good. He didn't know what she had planned next.

Max's laughter echoed throughout the basement, her eyes crinkling at the corners as she peeped at Mike from between his legs. Her finger was still in, slowly making its way forward.

"You don't have to be like that to like this, nerd. Lucas loves it." Her smile was sweet and gentle, her heart filling up with joy to see Mike so vulnerable, as wrong as it was. She tried to reason out her feelings by thinking it was nice to have him so submissive after months of being pounded into oblivion and never allowed to take over control, as much as she loved it that way.

"Relax. Stop clenching around it so hard. It's gonna feel good, I promise."

She lowered her head again, this time licking down his shaft until she reached his balls. She sucked and nibbled on his sack, using her free hand to take each ball inside her mouth while her finger started pumping in and out of his tight hole. She was purposefully avoiding sucking his cock. He wasn't going to cum until she wanted him to.

"Yeah, that's right. You're such a good slut, you're doing amazing. And who would've thought? Actually, it was kinda obvious you had it in you. All nerdy and quiet all the time. It's a wonder you could be so rough with me. But it seems like you're enjoying this now, aren't you? Your asshole is sucking my finger in, that's how much you want it. Do you like getting your asshole fingered, Wheeler? I want to hear it."

Mike was trying with everything he had to not cum all over himself. The feeling of her finger in his ass and her tongue on his balls, plus hearing how she was talking to him, calling him a slut and making him answer her questions, had him so close to orgasm. But he knew that if he came when she wasn't ready he'd have hell to pay. And he also kind of wanted this to last a little longer.

"Fuck, yes. I like it. I like it when your, shit that's good, finger is in my asshole. Please fuck me some more."

He thought maybe if he said please she'd give in. He was so turned on from her finger and how she talked to him that he just needed to fuck her until he couldn't anymore.

"Yeah? Okay then. But you have to be a big boy and take it, okay? I don't want to hear you complain," she warned him before lowering her head enough to spit down his crack. She missed it and it reached his balls instead, but she waited patiently until her saliva dripped down to his asshole. The added lubricant was enough for him to take another digit in and she was now slowly pushing her index and middle fingers inside his asshole, watching in awe the way his chest heaved up and down.

"Good boy. You can take it, right?" She cooed and Mike had no idea if she was genuinely concerned or simply mocking him. Her free hand rubbed soothing circles around his hip bone as her mouth reached his balls again to lick and suck onto them. She continued to fuck his unbearably tight hole, her digits arching every once in a while.

"You're...you're fucking my asshole. Oh, god, please never tell anyone. And don't stop. But could you, oh fuck, touch my cock while you do it? I know I'm talking too much but, oh Jesus your fingers, I didn't know it would feel good and I just, oh shit, need you to...touch it." Mike could barely get his words out. Her fingers were stretching his asshole and he was watching how his cock bobbed and twitched involuntarily. He really wanted her to touch it. Ideally she could keep her fingers where they were and still mount his cock and ride it until they both came but he wasn't sure she was that bendy. Her hand would work though.

She let out a sigh, but her eyes twinkled with joy. She made sure to pull the fingers out as gently as possible before she straddled his legs again, Mike's large hand positioning his cock at her entry before she sunk down on it.

"I'm nice, see? Even when you're my little bitch I let you pick. You should take notes, Wheeler," she lied, her hips starting moving up and down his length. She never minded Mike not letting her decide how or when to be fucked. She got off on the lack of the control she had over the situation.

"Oh, fuck. Now you got a taste...of what it's like to be fucked. Look at you. So eager, ah, to fuck my pussy...after you got your ass stuffed. You're, oh god, you're cute," she admitted half-heartedly. She'd never been big on compliments and definitely not when it came to the only guy who constantly got on her nerves, but she couldn't deny the truth. He really was adorable, moaning and frowning as they fucked each other.

Feeling his dick slip back into Max made Mike moan. He couldn't keep from grabbing her breasts, kneading them with his long fingers and pushing her down on him. He just needed to fuck. He needed to feel his cock buried deep in her pussy, needed to feel her lips squishing against his pelvis; needed her to cover him in her juices.

"Yeah, like that. Fuck me like, oh god, that. Please do it har-harder."

"You've, ah, been...a good slut. You can cum. Give it to me, Wheeler. Oh, shit, just like that...you'll...you'll have to clean it up...anyway," she smirked down at him as she warned what was yet to happen, her fingers speeding up even more as they arched and fucked his asshole at full force.

"You hear me? You're gonna, ah, lick this pussy clean. So you'd better ma-make sure to shoot your load...deep inside...unless you want to eat it, oh-kay?"

Mike wanted to cum so badly that he forgot about the game they were playing. He gripped her hips, making her cunt sink down all the way on his throbbing cock.

"You want me to cum deep? You like to feel it deep, don't you?" He reverted back to his normal personality when fucking her. He thrust hard, noting how he could feel her walls sucking him in.

"Oh, I'm cumming. I'm cumming so _deep_. Take my, oh fuck! Take my cum!" Mike unloaded what he felt must have been a quart of cum into Max's dripping pussy.

Max watched him in awe, admiring every little expression he made as he came hard inside her. She kept his cock in until he relaxed enough to breathe almost evenly. Then she dismounted.

Her legs carried her to the middle of the couch as she sat down on it, spreading her legs widely. She had held herself back from cumming on purpose so her plan could be wrapped up in the best way possible.

"It's not over, nerd. You got yours so I need to get mine."

The fear of Mike breaking character was in the back of her mind as she urged him to kneel between her legs and bring her off, but she was determined to guilt trip him for offering one of the best orgasms he'd ever had until he gave in.

Mike remembered what they were doing. He crawled to her on his hands and knees, his still hard cock bouncing against his stomach as he moved.

"You want me to clean you now?" He asked, already moving into position between her legs. He started licking his salty cum from where it had already leaked out, he thought it looked sexy coating her lower lips. He lapped at them tentatively. He knew what she wanted but he wanted her to make him do it.

"Like that?"

"Yeah, like that," she whimpered, her ass almost hanging off the couch as she brought her hips forward until her pussy nudged his lips and nose. Her fingers wrapped around soft strands of hair as she forced his face closer, his soft lips rubbing over her dripping folds.

"I just fucked your ass and now you're licking your cum out of my cunt. How does it feel, huh? And don't forget...you're still my slut. So you'd better make me cum fast and hard. No teasing."

Mike obliged. He sucked on her clit and then sucked more of his cum from her. It was dripping out of her cunt and down her ass crack. He licked there too. With his fingers he started to fuck her while his lips and tongue worked her clit. By now he knew what she liked and how much pressure to use. He didn't stick his finger in, but he tickled the outside of her asshole, rubbing the cum that had dripped down to it around her ridges. She was squirming.

"Am I doing it like you want?" He knew he was. "Do you like my tongue on you?" He knew she did. He could feel her walls tightening around his fingers. He teased her clit as she started to really convulse.

"Are you cumming, Max?" He buried his face in her pussy again, sucking more of his cum out as her orgasm caused what was left inside her to gush out. His lips caressed her sensitive clit and she came all around his face.

"Shit," she breathed out, her hands still holding the end of the couch with a firm grip as she was trying to recover from the powerful orgasm.

Mike was still down on his knees and between her legs and she took a look of him, only to see him smirking at her.

"What are you smiling at, nerd?" She snapped all of a sudden, but the frown on Mike's face at her harsh words made her soften up within seconds.

"Thanks. That was...cool," she murmured and reached for her clothes before looking back at him. She wondered if she could ever see Mike the same way after what they'd just done, but her insatiable desire for being humiliated told her otherwise.

"Ready to get your ass kicked at Super Mario?"

"I have no distractions now. You're going down, Mayfield." Mike laughed as he got dressed. Now that he'd gotten to cum he could focus on kicking her ass in the video game. He thought being submissive to her had been new and kind of exciting but he thought their real dynamic was him putting her, and then keeping her, in her place.

* * *

Four nights later Mike was visited by El in his dream. Like always, everything seemed so real and Mike had to keep reminding himself that he was dreaming.

He wondered if this dream version of El was as annoyed with him as her face looked every time he mentioned dreaming, which was quite a lot.

But still she was there and even Dream El couldn't hide her smile forever, giggles escaping as Mike hugged her from behind and let his fingers graze her ticklish spots. Then she spun around and they were face to face. Every fiber in Mike's body was screaming at him to kiss her and just as they were both leaning in El's demeanor changed and her brow furrowed, matching the frown on her face.

"El, what's wrong? Did I do something?"

"Yes," El deadpanned. She had never known how to hide her true colors, and Mike was undoubtedly the last person she would have ever wanted to keep something away from.

"I saw you. With _her_," she added and tried to dismiss the pang in her heart at the sight of Mike's hurtful expression.

He was about to protest, his plush lips parting and ready to apologize, El figured, but she couldn't pretend to care about his explanation. She knew what she had seen - Mike submitting to Max, allowing himself to be vulnerable and comply to her every order and, for some unknown reason to her pained heart, El hadn't liked it.

"In your basement...where _I_ was. And you did those things for _her_."

The disgust was visible on her features as she recalled seeing Mike sprawling his legs in front of Max and allowing her to do things to him. New things. Things El had never even thought were possible and yet he had done it with Max first, just like he always had.

El wasn't bothered by that. She knew she was nothing but a mere dream to Mike at this point, but she couldn't help but feel the anger bubbling up in her chest at the thought of Mike obliging to everything Max would say. It was new and different, and the fear of the unknown was frightening El. So much so that she was now considering the fact that Mike and Max were no longer just using each other.

"Is she your girlfriend now, Mike?"

Mike loved having dreams about El but it was getting a little ridiculous, the questions about Max, about him, about Max and him. He thought maybe it was his subconscious trying to highlight his situation.

_It can't hurt to confess to a dream, right?_

"Sh-she's not my girlfriend. I don't want her to be." Mike laced his fingers with El's as they sat together on the side of his bed.

"I know you've seen, or you know, or well somehow you know that Max and I..."

"Fuck," El supplied.

"Um, yeah. We do. But it's just something to do. I wish you were here. Max is all," Mike's shoulders slumped. "Max likes it when I'm mean to her and we get kind of rough and don't get me wrong, it's fun, I just can't help thinking that it would be more fun with...um, with..." Mike hung his head before whispering, "More fun with _you."_

"But you never want to make fun things with me. It's always _her_. I begged you to be with me, Mike. And now you let her...have you. Like that," El mumbled, having a hard time to find her words. She didn't even know how to describe what she had seen, but she was confident in Mike's ability to remember his own decisions back then. He had seemed to enjoy himself quite a lot.

El was on the brink of tears by now, but she refused to let them spill down her cheeks. Her eyes stung and she bore holes into the side of Mike's head while he still refused to face her.

"I thought you were the mean one. But last time it was her and you liked it. So what does it mean, Mike? Do you like her or is it…was that just something you enjoyed? And why didn't you tell me about it? Why couldn't_ I _do those things to you?"

Mike tried to remain calm. He _was_ dreaming, after all. "El, you ARE NOT HERE, don't you get that? Of _course_ I'd rather do that stuff, do _anything _really, with you. And she's fucked up in her own way so she's into some stuff where she likes to be degraded, and it turns out I'm pretty good at doing that. But what you saw was her turning the tables, partly because she's sadistic like that and partly getting me back for being an asshole. But no, she's not my girlfriend. And I was just curious...you know, because she likes it so much."

"You asked for it. I saw it, so don't lie," she threatened in a firm voice as the familiar words played in the back of her mind; friends don't lie. And yet here Mike was, trying to conceal the fact that he had gotten fuzzy on the inside when Max had started calling him names as they had played video games.

"And then you begged for it. You were begging her to do more of it."

Swiftly, a small hand wrapped around Mike's dark locks. El didn't know what had gotten into her, but the slight anger overtaking her mind allowed her slim finger to tug on Mike's hair. She forced him to look at her, to take in the hurt and the spite in her eyes and the pout her lips formed as she almost growled.

"Would you beg me too? Would you let me touch you there, too? Or be mean to you?" Mike sat silently and if she hadn't been so upset, El knew she would have found the time to let go of him and beg for forgiveness right after. But she couldn't. She stared him down with a fiery gaze and tugged a little harder on his silky strands. "Tell me, Mike. Would you?!"

If Mike was being honest with himself he'd have to admit that letting Max be more dominant was kind of a turn on, but what was happening now, in this dream he was having right now, was beyond hot. Having El pull his hair and demand he answer her ludicrous questions was hotter than blue flames.

And Mike was caught in her gaze.

"Would I what? Would I let you be mean to me?" Mike looked down at his crotch, at how his pajama pants tented out. "El, you're being kind of mean now and I'm still getting hard. I don't think that's what you meant." He pulled her closer and his hands roamed over her back, stopping just above her ass. Mike's fingers grazed it.

"Ah, I know. Would I want you to touch my ass? Is that it? I thought you didn't like me in that position. Maybe that's not it though? Maybe you don't like _her_ getting to do that. Well what are you gonna do, El? I don't have anything to compare it to. How would I know who does it better? What, am I just supposed to ask you to finger my asshole?"

The words hung in the air but Mike found that they weren't accompanied by embarrassment.

"Is that it?"

"Y-Yeah." El was helpless and worrying already, but with a sharp intake of air after clearing her throat, she found the strength to be even sterner the second time. "Yes. That's it."

Her fingers were still wrapped around Mike's hair, but no longer tugging at the roots as she tackled him onto his bed until she was straddling his hips.

Despite having never expected Mike to be so blunt and unabashed, El didn't complain. Apart from that, she was sure that Mike's certainty of her being nothing but a dream allowed him to express himself freely and El was glad to at least have this perk.

Her pajama shirt's buttons came undone with the help of her mind and her breasts bounced in front of Mike's lustful eyes as she maneuvered his t-shirt until it landed on the floor. Her hand tightened once again around his hair and she lifted his upper body until their chests were pressed together, her erect nipples grazing over his ivory skin while she nipped on his earlobe.

"And I do it better. I do everything better. I'm the one you dream of. I'm the one who makes you wet your pants in the morning, right?" Her hot breath lingered over his flushed skin and she grinded her clad bottom over his hard-on before forcing both of them onto the mattress until Mike's back hit the sheets. From then on, it was only a matter of seconds until El had managed to undress their bodies and resume her initial position of mounting Mike's lap. His cock rubbed over her wet folds, the furiously red head peeking from between her lower lips with every push and pull movement.

"Right?!" She inquired in a tone harsher than ever when Mike had made no effort to reply. She wasn't mad, though, because he was moaning and panting the entire time she rubbed over his erect cock.

Mike was amused by how mad she was getting, how this dream manifestation seemed to be getting angrier. She seemed jealous too.

"I don't know. I mean I think so but without knowing for sure what it would be like I can't say for certain. Maybe if you really want to know you should make me give you what you want." Mike hoped El would play along. It would be more fun if she was literally dominating him.

"Why don't you see? You might not like it. You might not be any good at it. But you'll never know if it's just her or the entire thing you don't like. Tell me, El. Can you be mean to me, degrade me, use me, and still get turned on? Can you?"

El was taken aback. She had never taken into consideration the possibility of being mean and doing so many bad things to Mike, but she was already caught up in their little game and she refused to back off.

_If she can do it, so can I_, El encouraged herself before smashing Mike's cheeks between her thumbs and forefingers.

"Of course I can. So be the same nice li-little boy and wet my fingers."

Being far from getting there and emulating Max's mean demeanor didn't stop El from trying her hardest. It only got easier as the moments passed by and she watched Mike swirling his tongue over her fingers until they were evenly coated in saliva. Once she was satisfied with the kinky act Mike had just performed, she lowered herself down onto his body until she was situated between his long legs.

The tip of her fingers gracefully traced his puckered hole and she studied it in awe. The urge of just pushing her digits in was tremendous, but after remembering that Max had started by kissing him down there, El decided to do the same.

Her face dropped between the cheeks she was keeping parted before she dove right in. There was no shame as her slick muscle darted out to lick the tight rim and El was hooked immediately. Hearing Mike almost crying out in pleasure and thrashing against her while she tongued his timid hole made the confidence surge through her veins. Her ego was slowly being repaired after being shattered into tiny pieces at the memory of Mike being Max's puppy. It was El's turn now and her hands pushed as hard as they could onto Mike's inner thighs as she forced his legs open. There was no way for him to escape the treatment and he didn't seem keen on doing so by the way he gasped and lamented from above.

After a couple of minutes of toying with his asshole, El had finally managed to loosen Mike enough for the rim to get split open by her tongue. Without hesitation, she pushed it inside and tongue-fucked him eagerly, only to pull it out and slurp on her own saliva that was glazing his crack.

"You like being a slut, Mike?" El grinned and wrapped a hand around Mike's aching cock, pumping the length lazily as she remembered the term Max had used to refer to Mike that day.

"Actually no, I don't like being a slut. At least, not from my experience. I can play along but I don't know if anyone could ever totally make me submit," Mike dangled the carrot, knowing El couldn't resist. "I mean, who's going to? You?" Mike knew he had her where he wanted her, dream or not, so he tried to hide the smile that was trying to form, to betray his real emotions.

"You're so small. Look at you! You couldn't get a stray dog to submit to you." He winced at how hurtful his words sounded but he hoped it would make her mad enough to want to prove him wrong.

El had to muffle the sadistic laugh that was threatening to erupt from her throat. She had killed people and had flipped vans with a flick of her mind, yet Mike didn't consider her powerful enough to make someone submit. It also made her heart melt to think that Mike didn't consider her dangerous, but she repressed the sappiness by spitting venomous words she didn't even mean. The times she had spent spying on Max and Mike helped with her façade.

"Really, Mike? I could conquer the world. I'm pretty sure I can make a nerd like you submit to me, don't you think?"

Her delicate hand squeezed the base of his cock harshly at the same time she guided her middle finger to Mike's asshole. The wrinkled skin was still soaking wet and dripping with saliva, so El barely found it difficult to push right in.

Mike yelped at the intrusion and tried to squeeze her legs shut, but El was there to keep them apart as she started rocking her digit in and out of his abused hole. To compensate, her mouth kissed and sucked on his balls tenderly, apologetically even, before she glanced back up with a smirk plastered on her face.

"Am I mean enough, Mike? Are you going to admit that you are a slut? And _my_ slut. _Mine_. You're only mine, right? You don't belong to anyone but _me_," she grunted and showed no mercy to Mike's asshole.

Mike knew it was his subconscious, his id stepping up to show him who ultimately was boss. No matter the circumstances, Mike would always submit to El. He smirked at his dream-state-lucidity and how obvious everything was. _It's a dream. I'm going for the gold._

"I am. I am only yours. I get horny sometimes though and she's so willing and she wants me to be mean so I take my frustration out on her. I'm mean to her because I can't have you and she's _definitely_ not you." Mike's breath hitched as El's finger worked inside him. He found it surprising how quickly the sensation became more than tolerable. He might even say he _liked _it.

"You do everything better, El. Oh, fuck, even th-that."

Mike's hips were rocking as El's finger pumped into his ass, his hard cock bouncing as his hips jerked.

"There you go," El cooed, the words reminding herself of every time Hopper had ever been proud of her for doing something right. It only felt natural to use the same encouraging words on Mike now that he was admitting she was good at it and El tried to believe him.

"I know you can take more, though. I've seen you, Mike. You're a greedy whore."

El stopped talking only so she could suck on the tip of his cock, her lips forming a tight vacuum around the head as she milked every drop of pre-cum and swallowed it eagerly at the same time she pushed another finger in. It was a tight stretch and she made sure to take Mike's mind off it by peppering kisses all over his length and occasionally taking it inside her mouth to suck on it.

By the time Mike had relaxed, El was able to finger fuck him with relative ease and play with his balls and shaft, her teeth sometimes scraping over his tender flesh and making him wince in pain. El loved it, though, and she was getting a high from seeing Mike submitting to her and her only.

The green-eyed monster was slowly disappearing, but El wasn't done yet. She was enjoying this way too much and the thrill of experiencing Mike so vulnerable made her command even more things.

"On your hands and knees. Just like you make me do it," El grinned and after her fingers pulled away from Mike's tight hole, he obliged and positioned himself the way El wanted.

She sat on her knees as she examined him, tracing his ass cheek with a tickling fingertip and staring in awe at the way his cum-filled balls hung low between his legs along with his bouncing cock as he tried to accommodate to the new position he was in.

Smiling to herself, El inched in until she could kiss Mike's puckered skin, the hole gaping in return and El seized the opportunity before stuffing her tongue right inside.

"I love this," she mumbled from between his ass cheeks and carried on with the dominant act while still finding a way to praise Mike. "You're a good boy for letting me kiss you down here."

Mike wasn't sure if it was the dream or the idea of El making him do things but one thing was clear; his dick was rock hard. At first he had been playing along but quickly found that having El treat him in such a degrading way was a million times better than when Max had done it.

"Good...good boy. I'll do whatever my mistress wants." As if to demonstrate, Mike raised up and then forced himself back down on El's tongue. He could feel her soft face on his ass cheeks as her tongue pushed deeper, El's entire mouth and nose rooting deep around in his ass.

"You love this?" Mike was getting into it, his thighs working together to develop a rhythm as he tried to move in any way that would magnify his experience more. "Well I d-do too. I love your tongue on my-" Mike was quickly cut off by El.

"Stop talking. You only get to talk if I tell you to. Can you do that?" She was looking at him sternly and Mike would have agreed to anything to get her to resume what she had been doing to him. He only wanted to please her.

"Um, right. I'm sorry. No more talking." He tried to look apologetic and hopeful, just wanting to feel El's mouth back on him.

"No more," El repeated with a grin on her face.

Her hand traveled to his ass crack as she teased his sensitive, glistening hole. It fluttered open with every shaky exhale Mike was taking and El watched in awe at the way he reacted to her tantalizing touches.

"Only I get to talk. Or fuck."

El's patience was running low and the temptation of pushing two slim fingers right inside Mike's asshole until they were up to the hilt was too much to bear.

He gasped and squeezed the sheets until his knuckles turned white, but El was too busy to see him struggling. Her free right hand was already aimed at his cock as she wrapped her arm around his hip and pumped his shaft at the same time she fingered his loosened up hole.

"I'm not like her, Mike. I won't ask you if you feel okay or if it hurts because you made me sad. Really sad."

Even with the adorable pout on her face that indicated how mad she was at Mike, El still leaned down and kissed his lower back.

"Letting her have you like this," El emphasized the last word by pushing her fingers as deep as possible, sending Mike inches away from her while yelping. She was quick to grab the base of his cock, though, and pull him back onto her fingers.

"Make me happy, Mike. If you want me to forgive you...you need to make me really happy."

And with that El peeled herself off the submissive boy and sat on the other end of the bed with her legs widely spread, inviting him to come right between them. She patted her pussy before spreading it wide open and taking a look at it herself.

"You're not allowed to put it in, okay?"

Hearing her talk so much was also new but hearing what she was saying to him was a turn on Mike had never considered.

El was even sexier when she was giving him orders. Seeing her patting her pussy, waiting there for him, a look of confident lust in her eye, had Mike across the bed to her in a stride and a half on his knees.

"Just tell me what you want. I'll do anything you say." Mike's hands were already running up along her inner thighs. He liked feeling how soft she was there. His fingers moved deftly over her pussy lips. Mike ghosted his long fingers over her folds, already dripping with arousal.

"Just tell me if you don't like something," he whispered as their heads almost touched.

"I like everything you do to me."

El's admission was as sincere as the knee-jerk reaction of her pussy being stroked by Mike's expert fingers. She relished in the feeling of having her folds played with as they looked at each other, but she was never the selfish type.

Within seconds, her own hand was wrapped around Mike's shaft as she massaged it with deliberate strokes that left him panting against her mouth. El seized the opportunity and lapped at his tongue when he moaned at one point, their slick muscles dancing together from then on.

"Mm, Mike...you're only mine, right?"

He hummed in approval into her mouth and El was so turned on she couldn't control the words coming out from between her lips.

"Even when I come back...and I'm not just a dream anymore...will you be mine? Tell me you will."

"El I'll always be yours no matter what. I promise." Mike was getting lost in the moment, the feeling of El's lips and hands on him overpowering most all other thoughts. "You're always my dream. Don't go anywhere." His excitement and dream-state jumbled El's words in his head. "Always be my dream." Then everything got fuzzy for Mike as he felt himself go under the waters of El and they were a mass of entwined limbs, their faces struggling to stay together and still somehow breathe.

_I don't want to be just a dream_, El screamed on the inside but still found the strength to bite her tongue so she could avoid the words flying out of her mouth.

She nodded understandingly instead, her hand guiding Mike's dick to her pussy with every pump that was gradually aiming Mike's shaft lower down her body. She was sheepish in her act, her front teeth burying in her bottom lip before she purred close to Mike's mouth.

"I changed my mind. You can have me however you want."

Mike wasn't sure he loved the look that El was wearing. It was like a brokenhearted girl trying to make sure everyone has a good time at a birthday party that wasn't even for her. She was smiling but the pain behind the smile was far more powerful. Far more real than Mike's dreams usually got. He quickly changed their position so that he was almost on top of her.

"I can have you however I want?" El's shirt was bunched up, open but still on her shoulders, and Mike could feel it poking into his chest. He moved one large hand up until he could feel her warm torso under his fingers. "I kind of liked you telling me what to do. That was hot." Moving even as he was speaking, Mike had El pinned under him with little effort. He was on the brink of laughter when his eyes locked with hers. He was hovering over her, their bodies only separated by millimeters of space.

"Every time I wished it was you," Mike said lowly, secrets murmured. "Every time I opened my eyes I was ready to see you and every time..." Mike could feel the tears swelling but his embarrassment was short-lived as he felt her small hand reach up to brush a tear away.

"But you're here now. And, El, I will do anything for you."

"Then wait for me," El pleaded in a mumble, her warm hands glued to Mike's face as they stared at each other while he finally entered her.

It was unbearably slow and gentle, Mike's cock inching at a speed so agonizing it drove El to seek his hips with her own. She wriggled her body and tried to fully take him in and, unlike other times, Mike was happy to oblige and let El have him all. She sighed in response, the corners of her lips turning into a relieved smile now that she was utterly full and complete.

They fell into a lazy rhythm, their bodies meeting half-way with every love-making thrust and El didn't take her hands off Mike's freckled cheeks. They were her anchor to reality, the living proof that this was as real as it could get and Mike was making sweet love to her.

It felt better than anything else, yet she didn't forget his previous admission. But for the time being, she watched his scrunched up face as he pushed in and out of her heat and moaned on top of her.

"You liked me taking control?" She finally inquired after a few more minutes, her hands now playing with Mike's damp hair. "So I guess I can make you submit to me, even if I'm, oh, right...there, even if I'm small?"

She would have smiled if Mike hadn't been fucking her so well, his thrusts so deep and the rhythm so teasing she could no longer breathe properly. Even so, she managed to prop herself on her elbows and reach Mike's ass, her hand squeezing his right pale cheek and forcing him to push in deeper and faster.

"Oh, yeah, definitely I do. But it's not because you're so small. I mean, yeah that's adorable, but it's more like...oh, don't know. It's just fucking hot, okay? Like, waaay hotter than,"_ choose your words wisely, bud_, "hotter than anything I can think of." He was moving in a nice rhythm, El meeting him every time. It occurred to him again that they fit together so perfectly it was mythical. It was as though talking was only for fun, not necessary. They could both read each other's eyes and faces to know exactly what was being felt. The talking just made it all hotter.

"I, uh, I like it when you touch my ass like that. With M-," Mike caught himself. "Before it was like I just wanted to hurry up so it would be over." Mike moved his hand around until his fingers found her hand on and in his ass. He covered her hand in his and began to guide her. "But this...," Mike made El's fingers plunge into him, "this feels amazing, El, but it's because it's _you_. You make me feel all the best feelings."

"Then you like me doing it again?" El used her sweet, doe eyes on Mike as she asked in a saccharine tone. The chance of him ever refusing her was low, but El still did everything in her power to coax Mike into letting her feel him that special way and finger him even harder.

"Because I love it...I didn't know it could be so fun. But I love to feel your ass clamping onto my fingers."

"Let me just clarify now. El, you can always do anything to me. I trust you completely." Mike had her face in his hands, his cock still pumping into her and her finger still jammed up his ass. He pulled her closer so that their noses were almost touching.

"God, I wish this was real. I wish it wasn't a dream." Mike wasn't even sure if his thought was spoken aloud. She was here and he was touching her and she was touching him and he wanted the dream to never end. As El leaned in to kiss him Mike had one thought.

"My ass clamps onto your finger because it doesn't want to let you go. I need you," Mike whispered before their lips connected.

"You're so good to me, Mi-ah, shit...we're inside each other. You can feel me squeezing onto you at the same time you're clamping onto my hand."

She followed Mike's lead, her fingers pushing in and pulling out in time with Mike's thrusts. He increased his pace, his hips jutting faster with every moan caused by El finger fucking him.

_Oh God, she said we're inside each other!_ "Fuck, El, how are you so blazing hot? How do you just say words and make my dick twitch?" Mike held her close so her finger could reach his asshole while he continued to pump into her deeply. "I know it's a dream, but you're the only one to feel me from the inside while I'm feeling you too," Mike whispered as they worked together, fucking each other.

Mike felt El insert another finger.

"Not a dream, Mike. This feels real, right? Let yourself feel it. You know I'm real, Mike." El's voice was so quiet Mike didn't think anyone else could have heard her if they'd been sitting right next to them.

In a swift motion, El turned them around until Mike was on his back and she was on top. She wasn't keen on the idea of leaving his tight hole unattended for too long, but she still had a role to play; one that she was getting too much of a kick out of.

With an angelic smile plastered on her face, she made sure that her actions contrasted her features. Mike's cock was up to the hilt inside her sappy cunt when she teased her fingers over his face before making a final stop to his mouth. The same hand that had been used to pleasure Mike was now caressing his lips, her fingertips nudging the rosy flesh until he finally took the hint.

"Good boy, Mike. Or are you a dirty boy? I've had these fingers stuffed in your ass and now you're licking them. You sure you don't mind doing this for me? Is this how much you love me?"

El didn't waste any opportunity of hearing Mike professing his undying love for her and she was always quick to come up with new ways of being shown that she still meant something to him.

If someone had just been telling Mike the story, he might have cringed, but this was_ El_ and Mike had yet to discover anything he would refuse her. And what she was doing now was turning him on like nothing else.

"Yeah, dirty. You're making me dirtier right now with your hand." Mike caught her finger in his mouth as she caressed his face and sucked eagerly on it.

Mike Wheeler wasn't expecting what came next.

He watched as El reached to his desk and grabbed a hair brush. It had a thin, round handle. Mike wasn't sure what was happening. He heard El tell him to roll over and the next thing he knew, El was easing the handle into his ass. Mike was surprised that it didn't hurt like he'd feared when he first realized what she had in mind.

"Oh, fuuck. You're f-fucking me? Like for real?" Mike felt the hair brush handle speed up a little.

"Am I the only one to do_ this_, Mike?" El found her groove and was enjoying listening to Mike whimper and moan and sob while she had him completely under her control. She leaned over him, murmuring in his ear before seductively licking it.

"Do you like it when I peg you, Mike? I won't hurt you. Just like I know you won't hurt me."

Hearing her sound so calm and in control was doing things to Mike. He felt it was only right that he keep her informed.

"El, oh fuck this feels so good. You're fucking my ass and it's gonna make me cum. I'm gonna cum so hard and I can't hold it back. But I want to make you cum. I promise I'll make it good for you, El. I promise. But right now, I'm gonna cum. It's gonna go everywhere. Soon. Where do you want it?"

"Where do I want it?"

There was no turning back now. El was doing things she had no idea she was capable of, so she figured she might have as well gone all the way in.

"You don't get to shoot it on me. Not this time. You've been a bad boy, Mike."

El's spit worked as a lubricant and they could both hear the perverted sounds resulted from the brush handle being forced inside his sodden asshole. The pace was faster with every thrust, the tool El was now using as a sex toy being pushed as far as possible which only caused Mike to stir and wiggle beneath her.

El admired his bony ass and the way his pale cheeks contracted only made her increase the pace of the pegging as she mumbled from above.

"You're going to cum on yourself. And then you'll lick my pussy and make me cum, okay?"

"Whatever you want. Just please don't st-stop. Does it look good? Do you like watching yourself plunge that into my asshole? Do you like hearing it? It sounds so fucking sexy, El, I wish I could watch you do it.

"Another time," Mike heard her say before she pressed a kiss to his shoulder. Then he was confused as she removed her hand from the brush but it didn't take him long to realize her intentions. With the brush still sticking out of his ass El helped Mike move to his back. She then returned her hand to the brush and gently pushed in.

"I want to watch," El explained.

Mike could feel his orgasm building. As she fucked him with the hair brush his hand found his cock to start stroking it. El noticed and quickly replaced his hand with hers. Mike looked down and watched as one of her hands pumped and stroked his shaft, playing with the tip and getting more vigorous with her attentions. He could see her other arm moving and knew it was her jostling the hairbrush around in his tight ass. It was all too much.

"Gonna cum. El, cumming so hard. No, don't take it out. Oh fuck!" Mike watched as cum started firing from the head of his cock. El had pushed the brush in one last time as Mike announced his climax and Mike swore he came even harder. El was watching him, her hands both still working. Mike saw her lick her lip and another rope of come shot out of him.

"You look so pretty," El murmured in awe.

She watched the whole scene intently and gawked at the white spurts of semen landing onto Mike's stomach while she kept the hair brush handle all the way inside his stretched hole. He heaved and grunted even in the aftermath, his abdomen still clenching and unclenching repeatedly as he tried to recover from his orgasm.

El was pleased with it all and she took the improvised toy out of Mike's asshole as carefully as possible. A wave of guilt took over her when he hissed at the intruder being removed, but one quick glance at the tangible proof painting his stomach reassured El that Mike enjoyed this after all.

She lapped at his cum right after, humming in pleasure to herself at how delicious it tasted for her and once he was clean and covered in saliva instead, she straddled his head.

"My turn now."

Mike was obviously spent and El ran a hand through his raven locks almost apologetically, her thumb caressing his forehead as she barely rubbed her wet folds over the lower half of his face. There was still room for Mike to breathe, but it was enough for her to feel something as her clit brushed over the tip of his nose.

Mike was still feeling the aftereffects of his mind blowing orgasm as El positioned herself over his face. Even feeling exhaustion coming over him, he wanted to make sure El felt every bit as good as she'd made him feel. He held on to her smooth thighs and started working his tongue as she slid herself back and forth over his mouth.

Mike's tongue darted expertly in and out, his hands moving to her ass so he could move her, could maneuver her so that his lips and tongue could both tease her clit and fuck her gently.

"You wanna cum in my mouth?" He asked between licks, his tongue lapping and tickling and manipulating her swollen clit. "I like it when you do. I like to feel you shake all over when I send you over the edge. You're so wet, El, I feel you dripping onto my neck. You made me cum so hard. El, you fucked my ass with my hairbrush. And I loved it." Mike was kneading her ass cheeks in his big hands while his tongue forced its way into her. "I want you to feel as good," Mike said as he sucked on her clit, slipping a finger inside her as he did, absolutely loving the soft sighs that were elicited by the combination of Mike's tongue and finger working together for a common goal.

"I already do," El sighed and threw her head back.

She used Mike's wooden bedpost to steady herself over his face, her hips slowly bouncing onto his finger. It wasn't enough, though, and after being filled by Mike's thick cock El needed more than just a slim finger to fill the gap he had created.

"More."

Her plea wasn't ignored and Mike was now jutting two fingers in and out of her needy hole while he played with her clit. El twitched and her buttocks contracted every time his teeth clamped onto her sensitive spot.

"I know...you've done this to her, too," El whispered, but she didn't seem defeated as her hands firmed around the wooden frame. The pleasure was starting to get overwhelming and it took all of her might not to roll her eyes at the exquisite sensation of Mike's tongue rolling over her clit. "I don't care...as long as you still like doing it with me more. As long as you, god...ah, Mike...as long as you...you like me better. Does my pussy taste better, Mike?"

When he had lost El, her vocabulary wasn't a lot and she didn't speak much. Hearing her ask him if her pussy tasted better than Max's made Mike's dick stand at full attention again.

"El, fuck, you taste better than anything so definitely better than her. I told you, she's a means to an end. She's not _you_. No one will ever affect me like you do, El. If you were here we'd be together all the time. Our friends would hate us but I wouldn't care because I could love you wherever and whenever I wanted. But I have _now_. You're here _now_ and I want to feel you cum all over my face. Does my tongue feel good? Is it better with two fingers?" Mike slowed his fingers, pushing in deep and curling them. His tongue still kept her clit at full arousal. Her juices were dripping all down his chin and since she was shaved bare Mike's nose and mouth slipped all around her pussy mound as she squirmed over him, clearly close to cumming.

"Fuck, having your hot cunt on my mouth is so erotic. I like looking up and seeing you watching me." Mike licked her long and slow. "I like watching your face when you cum and knowing I caused you to make that face."

"Only you," El sobbed on top of him, their eyes never peeling off each other's faces. Mike alternated between glancing up at her through half-lidded eyes and keeping them shut, only to moan into her pussy and El wanted to doubt him, but every little thing he was saying and doing seemed to indicate only one thing - Mike loved her.

The reassurance was all she needed to orgasm loudly on top of Mike, her pussy now fully resting on Mike's face as he flicked his tongue over her clit and arched his digits deep inside her pussy.

"Shit, don't- stop, please!"

And Mike didn't. Even when she went from relentlessly shaking and crying out loud because of the incommensurable pleasure, to meekly panting and releasing the grip she had on the bed frame, Mike still slurped on her juices until El found the strength to get off of him. She climbed back onto his lap, her sore pussy resting over his erection as she caressed his burning cheeks. And no matter how many times she'd hear the answer, El knew she would never get tired of it. She wanted, no, _needed _to be reassured of one single thing after spending countless of nights seeing Mike touching Max the way he was touching her.

"Do you love me?"

The question required a simple yes or no answer but to Mike it seemed like yes just wasn't good enough.

"El, I love you. You're not even here and you're the love of my life and that won't ever change. No one could ever take your place. No one could ever make me feel like you do. No one could ever make me feel loved without even being..." Mike trailed off, not wanting to use the wrong words. "Just...no one else will ever make me want and need to love another person as much as you do. No one will ever make me love them like you do."

"I hope you mean it..."

A pained smile was followed by salty tears running down El's cheeks. She wiped them away before Mike could even lift his big hands all the way up and they ended up intertwining their fingers between their sweat-covered bodies.

"It's hard sometimes...to see her. But I'm happy if you're happy. Compromise, right?" El recalled one of the many words Hopper had taught her.

Mike looked heartbroken and she despised herself for even opening her mouth about what hurt the most, but Mike still believing that these were nothing but dreams kept El from keeping the suffering to herself.

"Just wait for me."

**A/N: They're going camping in the next chapter. I'm a sucker for camping. And "Incommensurable" makes me smile every time I see it. I learned that word from a special person.**


	10. Chapter 10

**I'd planned to update this tomorrow but I'm going to do it today and then update again on Sunday. I could have made chapters 10 and 11 just one long chapter but since Mike is so different in each, I decided to split it up. In this chapter, we'll see Asshole Mike, but in the next chapter he's our lovable Regular Mike. I'm updating quickly because I'm ready to just bring El back already. **

**Stay safe out there, everyone.**

* * *

The Party sat around a campfire telling stories. Finally in the woods and having the camping trip they'd been planning since early summer, they boys had taken great care in setting up the tents and building a nice fire. They weren't telling ghost stories, at least, no one would admit that who they were talking about might indeed now be a ghost. They loved Mike too much to say what they really believed had happened.

"Remember when Eleven tried to take her clothes off in front of us?" Dustin cackled and everyone but Mike burst out laughing. He wasn't angry though. If anything, he seemed at peace for the first time in a really long period. His cheeks reddened at the memory.

"Or when she flipped the van. Dude, that was fucking awesome," Lucas chimed in, his hands wrapped around Max as she sat in his lap. She didn't seem impressed with any of their stories, but a feigned smile hid her lack of enthusiasm.

"Yeah, I remember how she gripped my jacket tighter right before she made it flip. I thought I was dreaming." Mike's eyes were glued to the ground as he spoke, the stick he was holding making random circles on the dried soil. He scribbled the letter E at some point, but he was quick to hide the evidence with rushed and random patterns.

Tonight he seemed confident enough to reminisce some of their shared memories with the only girl he had ever loved, his eyes radiating with joy at the mention of El.

"She's the most powerful person I've ever heard of. I feel so bad I didn't get to spend time with her like you guys." Will was the next one to speak and that seemed to have been the ending point for Max.

"Really? She lasted for like…what? A week?" She scoffed and looked around. Everyone seemed on the verge of gasping and losing their minds, but that didn't stop her. Not even when she saw the disgust on Mike's face. "That doesn't seem so powerful if you ask me," she added, a bitter smile tugging at her lips.

Mike glared at her. Dustin and Lucas exchanged worried looks.

"I'm gonna go for a walk before I say something that makes you cry. But know that in one week she changed everyone's lives more than_ you_ ever could in a lifetime."

He was shaking so much his voice was unsteady. Mike looked at Will.

"I'll be back later. Just let me be alone."

He stormed off out into the trees carrying his flashlight.

Max knew what she had gotten herself into. She didn't specifically realize it in the heat of the moment, but as soon as the words left her mouth, she braced herself for the upcoming insults. And yet, it still hurt to hear Mike belittle her and the worst part was that she knew she deserved it this time. She fucked up.

"Dude, that was so not cool. Come on, Max, you know how he gets about her." Even Dustin, the one who usually comforted anyone in need, realized that Max had made a mistake.

"Baby, you know I love you," Lucas started and Max rolled her eyes, trying to fight back tears. "And he's not right about her being more than you. You're everything to me-"

"Just spit it out and say I ruined your sad little trip," she yelled and wiped her tears before anyone but Lucas could notice.

"No, hey...stop," Lucas pulled her into a tight hug. "He still loves her and, I don't know, I'm past the point of judging him because I love him. And I love you, too," he sighed in relief upon seeing Max calm down a little. "Do you want me to go talk to him? Although I think he'd rather hear your apology. I'm sure he'll apologize, too. He's not an asshole."

Max nodded. She would have argued about the latter, but it would've been impossible without revealing her and Mike's secret.

"I'll go." She grabbed the flashlight from Lucas' extended hand and strode into the middle of the woods. She ignored them yelling at her to be careful.

Mike had wandered into the woods, not terribly far from the camp site but far enough so that he could no longer hear the conversation or laughter of his friends.

_I was having a nice time. Why did she have to ruin it?_ He thought. And then his next, his more constant thought. _Why can't Eleven be here with me?_

Some days his depression was a little easier to deal with. Today was not one of those days.

He heard Max's voice calling for him. It was getting closer. Mike felt like Max was probably the _last_ person he wanted to see right now.

He sighed and waved his flashlight. He was Mike Wheeler, the paladin. He couldn't just let her wander over the edge of a cliff or fall into some peril in the dark.

As she got closer he felt himself getting angry again. Her red hair glimmered in the light of the flashlight as she rounded a tree and found Mike sitting on a large rock.

"What do you want? Want to talk more shit about the only person who ever made me happy?"

"No, you ungrateful-"

She stopped before it was too late, her pointed finger slowly retracting. She wanted to come closer to him, but she fought back the urge.

"I'm sorry, okay? It's not like I tried to mock her or anything. It was just my opinion. And you were a piece of shit too for saying that to me. And I'm only here because of Lucas and I don't want to be the one who ruins this trip, although it was you who did that. If maybe you had decided to act like a normal human being for once in your life instead of being such a…bitch, I wouldn't have had to risk my ass and follow you through the dark. But anyway, _I_ _am sorry_," she emphasized the last three words. Her apology had turned out to be bitterer than she had anticipated and it was mainly because it hurt to hear that El was the only person good enough for Mike.

"Those are just words. Words are cheap. You're sorry? How do I really know that?"

Mike stood up from his rock. He walked closer to Max. He was still angry, and he was sad, and the mix of that and teenage hormones was making him oddly horny.

"You don't want the trip to be ruined?"

He was right in front of her and she had her head tilted up at him but he was definitely not going to kiss her and give her that satisfaction. Especially not after what she'd said about El. He ran his hands down her torso and let them come to rest on her ass.

"Show me that you're sorry. Make me sure about it."

Her eyes rolled. _Of course_ _this was going to happen_, she thought to herself and gasped when he squeezed her cheeks. How he was always able to reduce her to such a mess, she would never understand. But if that was what it took for him to come back to their group of friends and stop being mad at her, she would do it. She would have done it anyway.

"How?" She murmured in defeat, her chary eyes meeting his when she cupped his penis through the navy shorts he was wearing.

"I'm pretty pissed. I can only think of one way."

Mike pushed her against a large tree, her back thumped against it.

"If my hands did this..." he moved his lanky fingers to the button of her shorts, "would you let me unfasten these? And if you did, could I push them down?"

"I don't know...could you?" She gulped and tore her hips off the tree so he could have better access. Her front was throbbing already.

"Let's find out." Mike quickly undid the button on her shorts and tugged them down over her hips. "Now you're just in your panties. Nice, by the way. I wouldn't think a pink thong would be your thing. But no matter. What would you say if I tried to push them down too? If I touched you?"

Her face went red at his remark and she was certain she could have come up with something snarky in response if she hadn't been so touch starved.

"I would say you're a pervert," she taunted him, her sky-blue eyes glistening in the dark as she watched him intently.

She didn't wait though, her fingers already hooking around the thin strings on either side of her hips. She pushed the panties down to her mid-thighs and parted her legs as much as the stretched fabric allowed her to. It left her shaved pussy exposed and the cool breeze of air sent a shiver down her spine and made her nipples erect. Thanks to her unzipped jacket, Mike could see them through the thin top she was wearing underneath.

"Go ahead," she started, her hands going down to her pussy lips and she spread them apart. "You said you were leaving so you wouldn't make me cry, huh? And look at you now. Begging for my pussy." She knew she was pushing her luck, but not mocking Mike wasn't a viable option for Max.

"Oh, I don't recall begging. I asked a few questions and now here you are just spreading yourself open to me. I asked what you would say if I touched you and you did this." He gestured to her fingers still splaying her pussy open. "So to me that seems like that's exactly what you want."

Mike reached between her legs, feeling how wet she was. He had to admit to himself that he liked how it felt to rub her juices all over her smooth, shaved pussy and make everything all slippery.

"But Max," Mike whispered as he traced his fingers over her, not neglecting her already swollen clit, "that's not what _I _want. You said you were sorry. What can you do to show me? I've had this lots of times." His first two fingers dipped into her hole easily, making her gasp. Mike's other hand moved around to her ass. He squeezed.

"What's something that will really let me know you're sorry?"

Max was panting already, her pussy clenching around rigid digits now that he was gripping her butt. She knew exactly what he was asking for and she was unsure of her abilities to hold back, but her pride told her that she should at least try to not give in so easily.

"How about I punch you in the face right now? That should let you know, don't you think?"

Despite her condescending words, her face said otherwise and her body was betraying her.

Mike laughed. "You don't want to punch me in the face. Look down. You've been stroking my cock through my shorts ever since I put my hand on your ass. Why don't you turn around? You talk like you hate the idea but you keep getting wetter the more you anticipate it. Or are you not sorry?"

"I am." Her voice was a whisper as she contemplated his words. She wanted it and showed it to Mike through every fiber of her being despite her vocal protests, but she was still refusing to go down without a fight. It would make her feel less bad in case it ended up happening, she figured.

"But I don't think you deserve it. You haven't even apologized back and I don't even want you to, after all. Wanna fuck anything but my ass? Cool. No? I'm leaving. And I'll make sure that tonight you'll hear Lucas pounding every hole I have," she threatened and teased the tip of his cock through the fabric.

Mike could see that it was going to take a little more effort to get what he wanted. And with her acting so unbelievably bitchy after she'd started everything by insulting the love of his life, he didn't mind taking extra steps. Some plans were intricate and took a lot of thought.

His hand caressed her cheek. Mike saw her flinch.

"You know what? You're right. I should apologize. I shouldn't have said you wouldn't change anyone's life."

Mike leaned in and kissed her softly.

"I'm wrong about that."

He kissed her again, noting that she was definitely kissing him back. He moved his other hand up so that he was cradling her head as their lips brushed together.

"We can do whatever you want," he whispered, breaking the kiss and looking into her eyes, still holding her head gently.

Max didn't feel love for Mike and she knew for a fact that the feeling, or lack thereof, was reciprocated by him. But that didn't stop her from becoming putty in his hands, her cheek nuzzling into his big hand as their eyes met. She was speechless for a few seconds, finding it difficult to articulate her next words.

"Do you really want it?"

Mike quickly thought about how to handle the situation. She was about to give in to something she had refused him repeatedly.

"I do. But only if you do too. I don't want to make you do anything you don't want to do."

He thought he should add something. Something that would seem like a bonus.

"Um, if you wanted, I could, uh, you know, like lick you all around so you're, um, slippery and maybe it wouldn't hurt much."

Mike could see her thinking. He added one more thing, unfastening his own shorts.

"You've got me so hard already."

"You got me wet, too," she admitted almost inaudibly, barely believing her own ears.

Mike Wheeler, the school's nerd and the most annoying human she had ever met, managed to make her admit how horny she was for him. She tried to reason the situation out but all she could think of was Mike's plush lips and tongue over her asshole. She couldn't hold herself back any longer.

"Okay, fine," she mumbled in a shaky voice before taking her denim jacket off and laying it on the ground, her panties and shorts going on top of it. She stood up in front of him in nothing but a white tank top, her large breasts emphasized by her hard nipples, and she tried to blame that on the chilly night, but, deep down, she knew it was Mike's fault.

Mike had her right where he wanted her but he was a man of his word.

"Turn around." He gently nudged her back against the tree and swiveled her shoulders until her back was to him. She _did_ have a nice ass, anyone could see that. He liked the way the moonlight made her pale ass cheeks look even paler.

He pulled her hips out from the tree trunk, causing her to bend at the waist. Then he crouched down.

"So you want me to lick you here?" He ran his fingers along her crack to indicate where here was.

"Yes."

Her response was almost inaudible and her fingertips latched onto the tree bark when his slick tongue ran around the sensitive rim of her ass. It was merely a lick, but enough to make her weak in the knees and she bit her lip hard.

Her mind wandered to Lucas for a split second and she worried that they might take too long and someone might try to look for them. What was daunting about that thought was the fact that she probably wouldn't even care enough to stop if that was the case. Mike's tongue felt heavenly on her asshole and there was nothing she'd rather do at the moment.

Mike started to gently lick her. He was actually still mad at her but he thought he'd put her in her place a few minutes later. He knew _he'd _walk away feeling good. She might as well get something.

He spent some time licking her pussy and then just teasing her asshole. He did want it to hurt at least some when his cock invaded her but he had no idea really how many times she'd taken Lucas so there was always the chance that he didn't do anything to her that would make her feel uncomfortable.

But it was a chance he'd take.

He noticed that she was gasping and softly moaning every time his tongue touched her clearly sensitive asshole.

"Do you like it when I do that? You asshole keeps trying to open up to my tongue. Does that mean you want me to push it in?"

He took a quick break to ask, teasing her lips and her clit with his fingers. While he waited for an answer he ran his nose along her crack, getting his own saliva on the tip of it. He didn't mind. The way she was squirming and pushing against him told him everything he needed to know.

"What if they come to look for us? Will you let me keep fucking your ass?"

"I don't care. Just put it in," she implored in a jittery voice and pushed her ass more against Mike's face. She didn't want to admit it, but the certainty of her having a hard time pulling away from his cock if someone was to find them was undeniable.

Her hands went to her ass cheeks and she spread them wide open to give him access. Mike was right, she could feel her own hole twitching in anticipation while she waited for him to fully prepare her. A part of her knew she could take his hard cock even like that, but she was greedy and wanted to experience everything he could offer.

Mike chuckled. She really had no idea what was about to happen. He was being nice, sure, but what she'd said about Eleven still had him seething.

"So if I did this," Mike rammed his tongue into her asshole and then wiggled it around before pulling back, "you'd like it? What else would you like, Max?" He had resumed teasing and licking her, wanting to make it the opposite of how he planned to be once his hard cock was shoved inside her tightest hole.

"I would," she sighed and gritted her teeth. The words _I do_ never left her lips, but they were there, in the back of her mind and screaming at him to never stop.

"I-I don't know. Do what you want. Or _know_. I doubt you know anything about this stuff, though. I always have to teach you, don't I?" She smiled to herself as she rested her forehead against the tree trunk and kept her eyes shut. Getting on Mike's nerves was her specialty, there was no way in hell she was going to back off, not even when his tongue fucked her tight asshole so good she had to swallow her moans.

She never ceased to be annoying. Mike made sure her entire ass area was saturated in his saliva, more than was really necessary, and then he started just barely touching her with his tongue. He noticed that she kept pushing her ass out more trying to find his tongue as he toyed with her.

"What? Is there something you want? Do you need me to do something different?"

His cock felt like it might burst through his shorts but he wanted to make her ask for what she'd always denied him.

"Are you freaking serious, Wheeler?"

Her hands let go of her cheeks and she turned around in a split second, her hand burying in the front of Mike's soft hair as she forced his head upward until their eyes met. He was smirking and it only infuriated her more.

"We're in the middle of the woods, and my boyfriend might start looking for me anytime soon. Just fuck my ass already and stop trying to be a teasing little bitch. This is not the time, okay?"

Her eyes were twice the normal size as she finished talking and she was way too wet and ready to get fucked to care about the way Mike wanted things to go.

"Okay then, if that's what you want." He was rougher, spinning her and pushing her against the tree. He bent his knees so he could line himself up with her asshole.

"Hold yourself open again." It was a command, and Max immediately obeyed. Mike wondered for a second why she would be so quick to mind him.

He felt the tip of his cock start to slip inside her. It was a far tighter fit than her pussy, which never made him complain. He continued to push in despite hearing her cry out a bit and curse from the intrusion.

"Fuck. So tight. Do you like having my cock in your ass? I bet you do. I bet you've thought about it while you're touching yourself late at night."

"I never touch myself thinking of you," she lied and gripped her spreading ass tightly.

It hurt as Mike tried to make his way in, but she had expected that to happen in the beginning anyway. It was the same with Lucas, but he was always quick to loosen her up and make her relax enough to take him in without too much effort. She was going to have to teach Mike to do the same.

"I bet you…did that. And you've been begging for my ass for a while now, so you'd better not fuck...this up."

Her tight ring of muscles relaxed enough to allow him entrance, but there was still a slight discomfort to have him fully buried instead of moving. She was panting already.

Mike was relishing in the feeling of having his hard cock buried deep in her ass. He thrust in gently a couple of times, hilting on the third. He pulled her upper torso toward him so that he could whisper in her ear.

"My cock is in your ass now. Where you wanted it to be. Does it feel good?"

He didn't wait for an answer. His hands went around the front of her thighs, so close to her pussy, and he held on tight. He pulled his dick back and thrust in hard. Max almost yelped.

"Is that not how you wanted it?" Mike was fucking her with hard, fast strokes that went deep.

"What do you expect from having your ass fucked? It's not like you're some piece of finery. I'm gonna fuck this ass so hard until I cum in it. You deserve that for what you said about El."

Mike didn't realize he was whispering. "El was so amazing. So now every time you let Lucas fuck your ass I want you to think about how awesome El was."

He was ramming deep, Max's feet almost coming off the ground with each thrust.

"Yeah? Why don't you fuck _her_ then? Oh, wait. She's...not here." She wanted to use the word _dead_ instead, but she knew better than to mess with Mike so hard.

It hurt her to still hear about this girl they had only known for a week while she had been in their lives for ages, but that wasn't going to stop her from annoying the hell out of him. His hand went to her clit and she almost decided against mocking him for a second, but the way he fucked her so rough made her realize he didn't deserve any mercy. If she could take the hard pounding, he could take some insults.

"Is that all...you c-can do? Lucas could do so much...ow, fuck...better. You're...pathetic, you ne-never knew...how to fuck," she stuttered, his vicious thrusts making it hard for her to even breathe.

Mike was livid and heartbroken. He was still fucking her ass hard and deep but hearing what she was saying about El was getting to him.

He gripped her waist in his arms, knowing that it brought her closer. His cock continued to pummel her asshole.

"Don't ever talk about her. You don't think I'd rather fuck _her_? She'd be a million times better. And I wouldn't be _fucking_ her, I'd be making love to her because guess what? I fucking love her whether she's here or not. She's the most amazing and best person I'll ever meet. You're just something I fuck because you like my dick."

Mike thrust in harder, knowing it had to hurt.

"Even at 17 you'll never be as good as she was at 12."

Max was on the verge of tears by the time he had finished talking. She had resigned to the idea a long time ago and already knew she was nothing to Mike and a part of her preferred it to be that way. But another part was hurting so much that she contemplated pushing him off her and leaving immediately instead of putting up with his crap.

_But that would only bring him satisfaction_, she thought as he continued to ram himself raw inside her tight asshole. She had to be strong just like she had always been. It didn't matter whether he was fucking her or not, she knew she had to keep on seeming tough enough to not give a shit when he was being so mean.

"I never...liked your dick. I just, ah, pity you…because you're a sad...fuck."

She was relieved he couldn't see her face.

"That's a lie and you know it. You _want_ this dick. You think about it all the time don't you?"

Mike slowed his pace just a little, keeping his long strokes. He thought that while he was talking about how much he knew she loved taking his cock he would remind her. He reached around and found her clit, his arm around her causing them to be in an embrace.

"Do you get wet thinking about it when you're with Lucas? Sitting on his lap? He thinks he's turning you on but really you're thinking about getting reamed by _this_ cock?" Mike sped up his movements.

"Well you're taking it now. You're taking it deep. Is it everything you thought it would be?"

Mike pushed her forward at the waist. She was almost holding on to her ankles. She cried out at the new angle.

"Yeah, you can take it. I'm even deeper this way. I like watching my dick burrow into your ass. I'm stretching you out now."

"Ow! It's-"

Max tried to reach behind and use her hand as a barrier between their bodies. She wanted to control the rough pounding and allow Mike to push his cock in only as much as she was comfortable with, but her attempt was in vain. He made it clear that he was the one in charge when he grabbed her wrist and slightly twisted her arm, using it as leverage to fuck himself deeper inside her asshole.

"Don't…fucking do that," she whimpered and proceeded to take a step forward but Mike was quick to pull her back onto his cock until he was balls deep.

She didn't even know how to process her feelings. His hand on her clit made her want to moan and fuck herself harder onto his cock, but he was already plowing her asshole at full force to the point it hurt. The clasped arm behind her back only magnified the pain and the only alleviation at hand was to focus on his thin fingers rubbing her pussy.

"What's the matter, Max? I know you don't really want me to stop. You're just worried about how much noise you'll make when my cock makes you cum."

They were only a foot or so away from the boulder Mike had been sitting on when she found him. He pulled her arm back, the one he was holding, and used it to guide her where he wanted her. They shifted closer to the rock, Mike's dick never letting up on its assault on her ass.

"Lift your foot up," Mike breathed, sliding his hand under her thigh at the same time, lifting her right leg until her foot was resting on the boulder, causing her legs to spread more. Mike could feel the intensity of the position change from deep inside her.

"Oh, fuck! God, that's good. I thought it was good before but fuuuck. Bend over and hold on to the rock. Fuck, I wish I had a camera. You're gonna make me blow my load in your asshole."

Mike kept pounding her, keeping his eyes open so he could see the new and far naughtier looking position, her leg raised, bent over for him, his cock barely coming into view before he slammed it back into her. He was going to fill her ass with cum, all because she dared speak ill of Eleven.

Max was embarrassed beyond words. Her ass was in the air and fully exposed, her right leg that was bent at the knee giving him better access to penetrate her so deep she thought she might break in any second.

It filled her up entirely and she found it hard to achieve balance on the rock when he was slamming his hips so forcefully against her reddened ass. Her arms were stiff as she put all of her effort into not falling flat on her face against the hard surface.

It was all his fault.

"You idiot," she whispered through gritted teeth. Now that his hand was off her clit, she could only feel discomfort and she just wanted him back to her pussy, but she was aware that the snarky attitude wasn't going to get her anywhere.

"Touch...me," she cooed, her plea not failing to bring a sadistic smirk on Mike's face.

"You'd like that wouldn't you? But not this time. This time I want you to just take it and think about what you said."

Mike pulled out slowly, almost to the tip, and then shoved his cock back into her. She yelped softly.

"I've wanted to do this but I'll be honest, I didn't think it would be under these circumstances. I really didn't think I'd actually be punishing you with my cock. Oh, fuck. I thought it would, would be gentler because we'd just be screwing around. But you need to know your pLACE. You'll never be her."

Mike thought Max might be crying, judging by the sounds she was making. He didn't care though. She had gotten herself into this with her comments.

"Reach between my legs and stroke my balls. I'm about to cum in your tight ass."

She did as she was told, only like a slave would. The idea of being nothing but a piece of meat for Mike to use crossed her mind for a second and she hated to feel her pussy throb at the thought of it.

Her fingers gripped his balls the best she could, his request making her bend forward to the point she could see how wet her cunt was and she moaned, but it came out as a sob more than anything else.

"Don't...come inside," she whimpered while taking the hard fucking. He was close, she could feel it in the way his balls tightened under her touch and his cock pulsed inside her asshole. She wanted all of it, she wanted Mike to paint her walls white with warm spurts of semen, but the fact that Lucas might want to have sex later forced Max to deny herself the pleasure of having Mike's cum drip out of her sore hole once they were done.

"Aw, fuck, why not? I'm so fucking close and your ass keeps pulling me in deeper like it wants more."

Mike knew why though. He could never explain this thing to Lucas. Lucas wouldn't understand. Max was right, as much as he hated to admit it.

He pulled his cock from her ass, noticing how her hole gaped from how hard and deep he'd just fucked it.

_Good luck explaining that_, he thought.

He stood her up only for a second to turn her and then he pushed her face down toward his cock.

"Suck it clean, inside and out. Take it all."

He rubbed the tip on her face, over her nose and her lips, until she finally opened her mouth and started licking him, then getting more into it and really sucking, using her hand as well.

"Shit, yeah, lick it like that. It was just in your ass and now you're sucking it so hard."

Mike could feel his balls tighten. He looked down to watch her head bobbing on his dick.

"Like that. I'd rather be filling your ass with cum but this works too. Oh, fuck yes, suck on the head. Goddamn."

She was focusing on his cock head while her hand pumped his shaft at a pace that matched how fast he'd been plowing into her asshole.

"Your hands are gonna smell like my dirty cock. Oh, fuck! I'm cumming!"

Mike felt it. He closed his eyes and pictured again how it looked to see his hard cock stretching her ass, how the ridges hugged his member and how her cheeks had jiggled with every thrust. He came in her mouth, not even pulling away when he opened his eyes and saw the milky substance spilling out of the corners of her mouth.

"Mhm!" Max whined, her light blue eyes bulging at Mike. Her gag reflex activated and she gagged twice, but managed to swallow down most of the hot liquid. The drops running down the corners of her mouth were quickly wiped away and licked off her fingers as she pulled back and panted heavily. His stare was burning holes into her being but she refused to meet his eyes. She hated him at this point.

Her knees were dirty when she stood up and she tried to wipe the dirt off, but it seemed to no avail. She knew she had to make up an excuse or something, but that would have to wait because she was currently fuming. Parts of her body were covered in dirt and semen, her asshole was sore and gaping, her arm still hurt and she smelled like sex. And not even the good kind because she didn't even get to cum.

What hurt the most was that she knew it was all her fault. She should have never mentioned the damn girl this nerd was so infatuated with for no plausible reason.

Her shaky legs carried her to where the rest of her clothes were and she put them back on, her rushed movements indicating nothing but anger.

Feeling spent, Mike watched her hastily getting dressed. He had pulled his shorts back in place already. She was huffing, clearly pissed.

"Um, I'm sorry you didn't cum. I mean, at the time I was mad at you and didn't want to let you but that wasn't really fair because you let me do some pretty intimate stuff. I should have been more thoughtful." Mike tried to hug her, a friendly hug of apology, but she pushed him away. He scanned where they were with his flashlight, more out of awkwardness than anything. As he surveyed the area he noticed a little creek.

"Hey, we can wash our hands off in this creek. At least it's something." He walked down a small embankment and started washing his hands and face in the water. Max followed him, still not speaking to him.

"Um, I'll say I was being a dick with the flashlight and you tripped. That way your knees won't be a problem. And hey, Max? I, uh, I am sorry for what I said."

"Good. You should be," she mumbled as she washed her hands in the muddy water. If she hadn't just had a mouthful of dick that had previously been in her ass, she could've been picky about where she was washing herself now. But she couldn't.

Her knees were seemingly clean when Mike pointed the flashlight toward them, but the redness was still there. She figured they had to go with his plan after all.

As soon as they started walking she realized how sore her entire body was. But what shocked her the most was how wet she still was. Lucas was going to have to help with that. At least him if not the boy whom she had just given full control over her body, only to be degraded one more time.

"I hope you realize this was the last time."

"Right. It always is." Mike walked silently after that. He really just wanted to crawl into his tent and go to sleep. He hoped when he did finally sleep he'd dream of El. It was always painful to realize when he woke up that it had just been a dream but the dreams themselves were worth the pain. He could hear her talk to him and he could smell her, always like autumn leaves and vanilla, and he could feel her. He never wanted to give that up.

As they exited the tree line they could see their friends sitting around the fire.

"For what it's worth, thanks."

Lucas was the first one to spot the two in the distance and Max could already see him beaming. It only brought her more pain.

"Finally! We were starting to think you murdered him and tried to hide the body."

Max had to bite her tongue because of Dustin's attempt at a joke. Will seemed to be the only one who found it amusing.

"'You good now?" Lucas asked them both, his arms wrapping around Max's form as soon as she came over. He had missed how the tears formed in the corners of her eyes before she buried her head in his chest.

**A/N: Chapter 11 takes place on this same camping trip. Heads up that there are at least two more chapters that will feature Mike and Max only but I promise that we're heading toward big changes for all the teens involved in this story. Though, like always, I only really care about Eleven and Mike so I use the others as necessary. They are merely scene decoration for me; tools to get my story where I want it to go.**

**See you Sunday. The 15th of the month is always very special for me, so it seems quite fitting to post chapter 11 then.**


	11. Chapter 11

**I love the 15th! It's a special day for me. Every month. It always will be.**

**I feel as though I should point out that while these "dreams" are awesome for both Mike and El, the real thing will be quite different. Real life is not like the void, which Eleven will discover. I have two more chapters ready to go and then I'll bring El back, or put that in motion anyway. Still have to write that. Eleven is my favorite character, with Mike following closely behind her. Ultimately they deserve to be happy.**

* * *

When El had decided to visit Mike using the void, she didn't know what to expect. For starters, she had already found out that he was camping with his friends. He would sometimes feel lonely when everyone was gathered. She'd hear him talk to himself every once in a while, wishing she was there with him. Showing up in his dream seemed like a good idea for tonight, but she ended up doing something else.

Spying.

He was awake and, much to Eleven's dismay, with Max. They were having sex again and although that wasn't a shocker for El, what he was saying definitely was: _El was so amazing. So now every time you let Lucas fuck your ass I want you to think about how awesome El was._

She frowned and took off her blindfold.

* * *

It had been three hours since she'd last seen Mike. He had mentioned her and had been mean to Max and El didn't know what to make of that. She needed to find out. El placed her blindfold over her eyes once more.

Mike was sleeping peacefully inside his tent, his pale arm draped over the sleeping bag and she knelt in front of him, her delicate fingers combing through his dark locks until he stirred and looked up at her through half-lidded eyes. Her heart skipped a beat at how cute he looked, all sleepy and perplexed.

"Hey." Her hand went down to his and she gave it a light squeeze.

Mike opened his eyes when he felt a hand on his. Even in the dark he could recognize her silhouette.

"El. I was hoping I'd dream about you. I really miss you."

He sat up. He had decided a while back that even though these were just dreams he'd take full advantage of his opportunity. Even being with the dream version of Eleven took some of his sadness away. He hugged her as she sat on her knees beside him.

"I haven't had the best day," he murmured into her hair, noting that somehow it smelled like peaches. Nancy had some shampoo that smelled the same. _Probably just my brain inserting that_, he thought as he inhaled.

"I think I know," she sighed and pulled away from him only to unzip his sleeping bag. It didn't seem like she would be able to fit, but she was still determined to give it a try.

"Can I?" She was soft spoken, a playful smile tugging at her lips as their eyes met. She wasn't mad at him for what she'd seen earlier, but she needed an explanation nonetheless. What she'd witnessed was intriguing and she was planning on easing her way into the subject.

Mike nodded enthusiastically. Having El snuggled tightly against him in his sleeping bag would definitely make him feel better, even if it wasn't real. He scooted back as far as he could. Once she was inside the bag he cuddled against her. He needed her to save him from his misery.

Her eyes scanned his and it broke her heart to see him so distressed. Moments like this made her wish she could always be with him instead of pretending she was nothing but a mere fictive part of his brain, constructed out of sheer pain.

The lump forming inside her throat stopped her from speaking and she had to use her body to show Mike how much she loved him.

She used her mind to zip the bag up and her arm sneaked under his shirt and around his waist so she could feel his warm skin over her palm. He felt and smelled like home, like he always did.

"What happened?" She whispered over his neck.

"I just...I don't know if I can really live my life without you. I _try_ to. I _try_ to do things kids my age do. But nothing ever makes me feel as happy as when you were here. I mean, with you I felt at peace even though we were being hunted by Brenner. And, aw fuck. The Demogorgon." Mike hung his head, remembering the night in the school. The night he'd lost her.

"So I'm really sorry but I sometimes have sex with Max. I don't have feelings for her, I never could. But she's here and she's real and I always think before that maybe it'll make me feel better but when it's over I always feel sad. Sad because I wish she was you."

Mike looked at her. He knew she could probably see the tears in his eyes. _How does she look so real? And how does my brain know what she'd look like now?_

"Max said some things about you tonight and it made me so mad. I'd already been a little down even though I liked remembering you with the guys, but she doesn't get to have an opinion. She never met you. She doesn't get to say anything about you."

El's brows furrowed in concern, letting the hand that rested on Mike's cheek travel down between their bodies. Her fist closed tightly around the front of his shirt as he spoke and she was glad to have a better idea now about why Mike had been so mean to Max earlier. She would've never blamed him anyway, but at least she didn't feel so bad about her being hurt anymore.

"What did she say...about me?"

"She said...well we were telling stories about you and Will was saying how he really wished he could have met you. Then Max said something about how you couldn't even last a week so you couldn't be that great. She wasn't there. She didn't see you save us. Save _me_. I had to walk away because I was so mad. Actually I was upset. I'd already been missing you and hearing someone speak poorly of you wasn't something I was ready for. You're the best. I don't know why I'm dreaming this." Mike chuckled softly. "I guess I have a lot of things going on in my head."

"She's right. I'm not great. But I didn't last for just-"

She shook her head, her mind contemplating for a few seconds. Mike seemed confused and she just wanted to scream at him from the top of her lungs that their interactions weren't some ordinary dreams, but she knew better than to put the boy she loved so much in danger.

"I'm not dead," her mumbled words were barely audible on purpose. Admitting the truth was scary even in his dreams. She'd spent enough time watching and visiting Mike to know his mind could easily jeopardize his safety.

"You _are_ great." Mike kissed her softly. He was trying not to cry. He loved these dreams because she was with him. She was there and he could feel her and smell her. He could kiss her in his dreams so that's what he did. She had mumbled something right before their lips connected but he hadn't caught it.

"I don't think she'll say anything else about you. I'm pretty sure I set her straight." Mike ran his fingers through her hair, still so amazed at how real it felt and how long it had gotten.

"Yeah," she forced out a smile and fought back her own tears.

This wasn't the time to cry, she could easily do that when Mike wasn't around. For now, she just wanted to make the most of their scarce moments spent together. Besides, she still had one more issue to address and crying wouldn't solve her problem.

"You told her...to think of me when she's having ass sex? With Lucas?" Despite having learned so many things about the intimate act, she still blushed at the mention of that particular kind of sex and the thought of anyone but Mike doing it.

"What did you mean by that? The ass part...," she added in case it wasn't clear she didn't care about the other couple.

_This dream is squeezing my brain_, Mike thought. Clearly he was having a lot of guilt or regret or something because now the literal girl of his dreams was asking him to explain anal sex to her. Surely his mind must be punishing him by making him think about El watching him ream Max's ass. But she looked so innocent and she was _El_ and he could never tell her no.

"Well it's another way to have sex. I can't believe I'm telling you this right now. There are blow jobs, where the girl uses her mouth, and there's regular sex where the, um, penis goes into the, uhh, vagina. But it can also go in the other hole. Like in your butt. I don't mean _yours_, I mean, I guess it could, but I'm just saying sometimes people do it that way. It's different. Fuck, I don't think I'm explaining it very well." Mike was a little flustered.

"No, you are," El chuckled and cupped his face to pull him in for a kiss. It was long enough to slip her tongue in and taste his mouth, but she was quick to pull away and whisper over his lips.

"Is it a _good_ kind of different? Do you like it?" She felt stupid asking something that might seem obvious to Mike, but she was determined to lure him in until, maybe, he would try it on her. Her hand let go of his waist and went to the hem of his shorts and briefs, gently sneaking her fingers inside his underwear until they glided over his cock. It didn't seem so soft and she smiled, contented that her slight efforts might pay off.

Mike felt her touch him at the same time she whispered her question. It was the sexiest thing ever. His hands moved to her waist, the hem of her shirt rising as she shifted. His fingers felt her smooth skin.

"Yeah, it's a good kind of different. For me, it's way tighter. And you know, it looks dirty and that's a turn on too. I think it may hurt at first for the girl but there are ways to make it less painful. I don't think it hurts the whole time though. I think it feels good after a little while." Her hand gripped his cock tighter as he gave her more information.

"Is there, oh your hand feels nice, anything else you wanted to know?"

"Yes." Her eyes sparkled with joy at the way Mike reacted to her hand movements and she stated casually, "But we don't need clothes for that."

Her fingers retracted themselves from his underwear so she could sit up and take her shirt off, followed by her plaid pajama pants and white panties. Mike couldn't see the discarded items until she tossed them out of the sleeping bag, but El didn't fail to notice the astonishment written all over his face when she did so. It made her proud to see him so dumbstruck every time she decided to initiate something.

"Now you." Her tone was more of a command and he raised his arms obediently for El to take the shirt off his frame before she helped him with the rest of the clothes.

They were now both stark naked and still squeezed together in the warmth and comfort of the sleeping bag and El wasn't ready to give that up so soon.

Mike had just told her that butt things needed time and preparation for a girl and El was too impatient right now to go through the same ordeal she'd gone through when they'd had sex for the first time. She just wanted Mike to fill her up without an effort for the beginning.

"But first, I want to put your penis inside my pussy. Can I?" She asked as she straddled his hips, her palms pressed flat on either side of his head as she smiled down at him. She looked mischievous and as if she knew what she wanted the moment she started rolling her hips on top of him, her wet lower lips sliding back and forth on his erection.

Mike was speechless. She mounted him gracefully and he felt her slide down his cock. She was rocking back and forth like a pro.

"God, you're so good at that. How are you so, fuck, good at that?" He held on to her breasts and let her use him how she wanted, her nipples between his fingers. She was moaning softly every time she took him all the way in.

"Mike, is that a yes?" She whispered in a skittish tone and lowered herself until their mouths brushed against each other, her slick muscle swiping between his lips until he granted her access. She moaned into his mouth when their tongues touched and she brought one hand between their bodies at the same time, her fingers wrapping around the middle of his cock before she positioned it at her entry. She toyed with her opening, letting just the swollen tip of his cock slide right in before pulling it out. The muffled sounds he made only urged her to repeat the motion a few times, loving the way he twitched and ached so desperately for friction.

"Yes or no?"

Dream or not, Mike loved having her on top of him, loved how her hand felt wrapped around his dick, loved how she was teasing him and making him throb harder.

"Yes, fuck yes it's a yes. Please, I need to feel you, El." He was gripping her sides and trying to pull her down but she wasn't letting him. The tip of his cock brushing against her slick opening felt worlds better than anything he'd felt that day. El made _everything_ feel better.

"I can't say no if you asked so nicely." She grinned over his lips and finally lowered her pussy onto his shaft, her mouth parting as she swallowed every inch in.

"Wow, that's...big," she croaked out and moved her head in the crook of his neck as her hips started lifting up and backing down on his length repeatedly. She made sure that he was up to the hilt every time she dropped down, her ass gliding over his balls with every calculated, deep movement.

"Does it feel good? You seem to be enjoying it," she teased him, her lips nibbling the smooth skin of his neck as she rocked back and forth and listened to his soft moans.

"Oh, God, how are you so tight?" Mike couldn't believe what his dream was allowing him to feel. He could feel her warmth and she was whispering to him and he thought maybe he wasn't dreaming; maybe he'd died. As she rode him, already being so close to his face, Mike pulled her into him and kissed her. Feeling her lips against his as she slid herself up and down his cock made him feel happy. Like if this was how his dreams were he wished never to awaken.

"My ass is tighter, right? That's what you said, that it's always tighter there," she whispered through kisses, her inner walls gliding over his cock and enveloping it inside her warmth.

"Can you get me ready if we stay like this? If you put your fingers in...would that loosen me up? I can lick them for you."

El had done this before when she had been spying on Mike and Max - trying to insert a dry finger inside her own asshole had turned out to be uncomfortable back then, so she made sure it wouldn't happen again. Grabbing his hand from her hip and bringing his digits to her mouth, she coated them in a thick layer of saliva as she looked at Mike while fucking herself on his cock.

Mike couldn't believe what he was hearing. She was riding his cock so good and now she was asking him to put it in her ass. He wasn't sure what his mind was doing to him but at the moment he definitely couldn't complain. She looked so sexy sucking on his fingers.

"Is that what you want? My fingers can stretch you but I know something that would be better."

He lifted her off of him, mindless to her pout, and got behind her, pushing her onto her knees.

_I'm about to lick Eleven's ass_, he thought as he positioned himself.

"This may tickle," he said, his face getting closer. He spread her cheeks apart with his hands and started to gently lick her, trailing his tongue from her pussy up to her tight asshole. He also toyed with it using his finger. Hearing her gasps he focused more on just her tight hole, using his tongue to gently fuck her ass. It was in no way comparable to his dick but it was getting her wet and slippery and he could tell she liked it as he pushed his tongue deeper, his mouth suctioned around her asshole and his face cushioned by her ass cheeks.

"But-" she tried to protest, but found it impossible when his tongue rimmed her asshole so well, his big palms spreading her ass cheeks.

She had never seen Mike doing this to Max before and he had definitely never tried it on her. A part of El thought it was dirty and perverted, but that was what Mike had told her about butt stuff anyway. Maybe that was how it was supposed to be, she figured. It didn't even matter because it felt way too good to worry whether it was wrong or not when his fingers or tongue gaped her hole. She moaned and pushed her ass further into his face, relishing in the pleasure of having her tight asshole fucked so gently. She just couldn't wait to see what his cock would feel like.

"Am I ready, Mike?" She was impatient, her own hands pulling her ass cheeks apart so Mike could give the verdict.

"Are you sure this is what you want? It might hurt, El. I'll go slow and if you want me to stop just tell me." Staring at her holding her own ass open for him made Mike's cock, which was already hard, feel like solid stone. He rubbed his dick over her, wetting it along her pussy before bringing it up to her asshole. He massaged her tightest hole with the tip of his cock, barely pushing in, until he noticed her starting to pucker and open slightly for him.

"I'm gonna slide my cock into your ass now." He eased the head in, watching as she opened to take it. He heard her suck in a breath and hold it. He held just the first two inches of his cock inside her ass until she started breathing again.

"You're doing so good. I'm gonna put more inside you. Fuck, this is the best thing I've ever felt." Mike kept going until almost his whole cock was buried inside her. "Just a little more. Do you want to take it all?"

"Yes," she whimpered and forced her ass backward until it swallowed another inch. It wasn't the best feeling in the world and the pain traveled through her spine and made her squirm uncontrollably, but she wasn't a quitter. She'd _never_ been, despite what Max or anyone else had ever said to Mike and she was willing to prove it one more time, this time by letting him burrow his cock deep inside her asshole.

She breathed heavily until it was all the way in, her heartbeat finally coming down to a normal rate when he stopped pushing forward. His balls were glued to her pussy, letting her know that there would be no more stabbing pain for now.

Having relaxed just slightly, she let half of her face rest against the sleeping bag while her hands were still keeping her bottom apart. She could finally hear Mike panting heavily behind her and she smiled.

"How does it feel?"

"Feels...so amazing. You feel better than anything." Mike was moving slowly, not wanting to hurt her. As he saw that she was taking it without trouble he sped up.

"I like how it feels when my balls hit your pussy but watching my cock go into your ass is so hot. I wish you could see." Mike leaned forward so that he could kiss the back of her neck, dragging his tongue along her skin.

"I'm fucking your ass. Is it how you imagined?" He whispered, licking her earlobe.

"No," El mewled and pushed her head against his, whispering when she tilted her face enough to almost reach his lips. "I didn't even know we could...do this." She blushed, embarrassed to admit how little she knew about sex.

Her lack of knowledge wasn't going to stop her instincts, though, and she made sure to meet Mike's thrusts halfway every time his cock pushed in.

"I want to try it like before," she demanded after Mike had thoroughly stretched her for a few minutes. Her hole contracted until his cock was squeezed out and she swiftly maneuvered Mike back onto the sleeping bag before wrapping her warm thighs around his hips. Her right hand gripped the base of his cock and she aligned it with her asshole, slowly letting herself sink down onto his length and smiling at Mike.

"I want to kiss you when we do this. And see you. I love to see your face when you fuck me and I want to see how you look like now that you are fucking my butt."

Mike had to admit that he wanted the same. This was_ El_, not some slut he was using to get off. He wanted to see her face, even if this _was_ just a dream. Seeing her was always just so much better than not seeing her.

"You're so good at this already. You're good at everything. My cock feels like it was made for you." Mike held on to her hips and let her guide him. As she started getting more into it, bouncing harder and faster, he started to thrust his hips, meeting her as she connected with him.

"Do you like it? Fuck, you look so sexy. Can I touch you too? I can see how wet your pussy is. It must be aching. Can I make it better?" Mike watched her face, wanting to remember this dream in its entirety.

"Yes," El beamed at his question and guided his hand to her pussy immediately. Much to her surprise, his fingers on her wet lower lips totally changed the experience. She didn't even realize they could do both and it felt incredible, his thumb working on her clit so expertly she couldn't hold herself up any longer.

Collapsing on top of Mike, she continued to bounce on his hard cock and allow him to go as deep as he wanted inside her asshole. That combined with his swift fingers on her pussy made her moan against his mouth, the sounds soon swallowed by Mike's plush lips.

"I love you. I love you so much and this feels so good," she cried out, her ass slapping harder onto his balls with every thrust made by their joined efforts. "So good." She stopped for a while, letting Mike do most of the work while she just took the hard pounding.

If feeling her bouncing on his dick and fucking him with her ass was good, then hearing her tell him that she loved him while she did it was extraordinary. Mike was rubbing her clit and fingering her pussy when she collapsed on him and the new angle let him not only hold her close but also sent his cock deeper. He bucked his hips up into her as they kissed, both of them lost in the other.

"I love you so much. Fuck, I love you so much it hurts but it's worth it. _You're_ worth it. You always will be."

Mike rubbed faster on her clit as her breathing grew erratic.

"You feel so good on my cock and in my arms. I want to make you cum."

"You will...if you keep going, so don't stop," El moaned out, allowing him to fuck her ass at full force and finger her pussy while she just took it all in for a while. It felt nice to let him have full control over her body, but she couldn't hold her need for dominance back any longer.

Her upper body lifted up and she cupped her own breasts and massaged them while bouncing onto Mike's dick, her dilated pupils alternating between his beautiful face and the way his long fingers worked on her sloppy pussy.

"Mike...say that you love me. I want to hear it when you make me, mhm, cum," she requested, her hands cupping his face now and forcing him to look at her. "Watch me...cum, Mike. Watch me cum on your, ohhh, on your big cock while you tell me you love me. I want to hear you say you only love, ah, me...only me," she cried out, her fingertips digging into his cheeks as she felt her orgasm approaching.

She was pushing him over the edge. Every word she said was hotter than the one before. Watching her ride his dick, squeezing her own breasts and telling him to say he loved _her_ and _only her_ was almost more than he could bear.

"I do love you, El. Only you. Forever. No one could ever replace you. I love everything about you and, oh fuck, El, you're gonna make me cum, and there could never be anyone else for me. I love you. I, fuck, love you so much." Mike watched her as he confessed his love, his hard cock buried in her hot ass. He knew he only had a few more seconds until he was unloading into her, his balls getting tight and his cock starting to twitch.

"I love how you say my name, I love how you feel against me. I love your voice and I love your heart. I love you, El. Oh, fuck, I'm gonna cum. I'm gonna cum in your ass, El."

El was on the verge of tears, Mike's sweet admissions combined with his cock buried deep inside her tight hole and his fingers working on her clit and pussy making her orgasm hard. It must've been the fact that he made sure to fill both her holes, or maybe the fact that his words filled her heart up with joy and tremendous love, but she managed to climax harder than ever before, loud whimpers intertwining with his name as she cried them out.

She was still slightly spasming around his cock and fingers when he unloaded inside of her and she soon felt the warm jizz flooding her asshole with Mike's cock continuously twitching inside.

"Come here." Mike pulled her down, his dick still in her ass twitching slightly. He held her against his chest and their breathing synced.

_I never want to wake up_, he thought as he rubbed her back. Her face was in the crook of his neck. She fit perfectly there.

"Are you okay? I didn't hurt you? That was so amazing. _You_ are so amazing. I never want to let go."

Mike could feel her heart beating against his chest. He wondered how that was..._how could this dream be so vivid and real?_

"Then don't," she smiled tiredly but still found the strength to press kisses all over Mike's face, her lips smooching his mouth, cheeks and nose repeatedly. He was grinning against her face and she couldn't help doing the same.

"I don't want to leave." Her pout broke Mike's heart, but before he could speak, she pulled him into a tight hug that left them both breathless. She took in his familiar scent and warmth, sighing against his neck and adding soft whispered words.

"Promise to never forget me, okay? _I _never will. And...just be patient. We can get through this."

She was aware that Mike probably didn't understand what she was saying and she liked it better that way, but it still made her heart ache to the point warm tears ran down her cheeks.

Mike held on. "Please don't go. Do you have to?" Mike knew he was probably about to wake up. That always happened when she left. Every time he had to prepare himself to wake up alone but every time he was still grateful to have gotten at least a little time with her.

"I could never forget you, El. I could be an old man with Alzheimer's and I'd still remember _you._ I promise I won't forget. I promise I'll always love you." Their foreheads connected, tears silently streaming down their faces. Mike leaned in to kiss her, not knowing when he might have another dream like this. It was slow and soft, full of love and longing.

"Me too. You're all I want, Mike." She smiled sadly and brought her hands to his face, her thumbs running over his cheeks to wipe away the tears. She kissed him right after, tasting the salty droplets on her lips and sighing against his mouth.

El pushed Mike down into his sleeping bag, brushing his hair back with her hand.

"Close your eyes. I love you, Mike." Mike did close his eyes and the next thing he knew he was hearing the sounds of the morning birds chirping and sunlight was streaming into his tent. El was a memory.

He sighed and rolled over, burying his face in the sleeping bag. What surprised him was that his nose was met with the smell of autumn leaves and vanilla, with a hint of peaches.

_This can't be real. I'm losing my mind._

Mike could still feel El's skin, he could still feel how it had felt to have his arms around her delicate shoulders and how her tongue and lips felt on his own. She had been _purring_ as they kissed. Mike didn't know how that was but he'd found it sexy as fuck. El sitting in his lap with her legs around his waist, looking at him and leaning in, waiting for his lips to connect with hers. Feeling the vibrations and hearing her literal purrs of enjoyment as they'd kissed left him feeling woozy when he thought about it. For the next two days he felt hollow. He sulked, thinking only of his dream and how it had been to feel her. It had felt _so real_ and his heart ached because he knew it hadn't been. He played the dream over and over in his mind and what struck him the most was that while it had been a great sex dream, it was her kisses and just holding her close and their whispers of love that caused him the most longing.

**A/N: I added the last paragraph after a dream I had on Friday. I know how Mike feels. No one writes in a vacuum. Sigh...**

**I'll update soon. Like, actual soon, not Hopper soon.**


	12. Chapter 12

**With everyone having to stay inside, I thought I might as well post another chapter since I have it. I checked, and we wrote this October 20, 2018, right in the middle of all those Halloween stories we wrote that year. Man, that was so fun. Like I've said previously, this all started as a joke but my writing partner loves angst and she wanted more of it. I think I suck at writing angst. But I have to admit it does make better stories. I started this account for smutty stuff but I think adding the angst really makes everything else deeper.**

**Bear with me on the Mike/Max stuff. And remember that ultimately I will make everything work out. Mileven will be happy, Max will be happy, but we still have a way to go. **

* * *

Lucas had been busy lately. Unlike Max's parents, his really knew how to keep their son grounded and working for his future, so much so that he had barely had time to hang out with Max for the last couple of weeks because he'd been studying hard for the SAT exam. He'd taken it before but his parents thought he could do better. Max hadn't really seen him much since the campout.

She didn't care about the SAT. She wasn't dumb, nor did she do poorly in school, but she wasn't an excellent student, either. She'd sometimes wonder how she had ended up being friends with a bunch of nerds.

But then she remembered.

Apart from Lucas, Mike was the one who had kept her around. Before they started having sex, it had been her stubborn attitude trying to make him accept her into their group. After that, it was just her never getting enough of him. Until the camping trip. That was the moment in which he had managed to be a complete jackass, comparing her to some dead person he'd only known for a week and using her body to the point it made her sore. She had refused to speak to him since then despite his subtle efforts to make things right again.

And everything would have been perfect, if it hadn't been for the total lack of her sexual activity lately. With Lucas too busy to even call her, she ended up touching herself every night and wishing it was someone else. Someone she had refused to acknowledge for a while, but tonight was her breaking point. She wanted to see him.

The skate ride to Mike's house didn't take too long and before she knew it, small rocks flew out of her hand and pinged on his bedroom window.

At first Mike wasn't sure what he was hearing and for the tiniest bit of time his mind let him hope it was Eleven at his window.

It turned out to be Max though. He really should have known. He eased his window open, not wanting to make noise and disturb the sleeping household.

"What are you doing here?" He called down quietly.

"I wanna talk," she stated calmly, her blank expression not betraying her true emotions. She felt the heat pooling in her stomach upon seeing him and she had to admit; he looked cute even from afar.

"Meet me at the basement door," Mike said, rolling his eyes. He hadn't gotten ready for bed yet so he was still wearing jeans and a t-shirt. He threw some shoes on before stealthily creeping downstairs.

When he opened the basement door Max was standing there.

"What do you want to talk about?" He asked, slightly amused. "Do you wanna go for a drive? Someone might wake up here. I grabbed my dad's keys before I came down here." He jingled the keyring in front of her face.

Her brows quirked up at the sound of the car keys clinking in front of her, but she quickly averted her sky-blue eyes back onto him.

"Fine," she murmured and clutched her skateboard tighter to her chest. Once they arrived at his dad's car, Mike opened the trunk so she could store her board there until he took her back home.

The car ride was excruciatingly awkward for the first few minutes. Max was refusing to talk, contrary to what she'd said, and Mike seemed to be okay with that. Every time she glanced at him from the corner of her eye, she could see that stupid smirk plastered on his face that she just wished to slap off. Or maybe kiss. She was still debating it.

"So here we are. For someone who wanted to talk you sure are being quiet. No one but me will hear you. What did you want to say?"

Mike was driving past the lab. He was going to the quarry almost on autopilot because he knew it would be deserted. He tried not to look at the lab as he passed it. His chest always ached when he did.

"As if you haven't figured it out already," she groaned, her brows furrowing as she looked out the window. It was dark enough that she could barely see outside the car. Her eyes were fixed instead on Mike's distorted reflection. She was too embarrassed to even look him in the eye._ How am I even going to start? Sorry I stopped talking to you because you've been an asshole? _

She was scared he was going to laugh at her. Or worse. He could say he wanted everything to end. That would surely mess her up. Forgiving someone after treating her so poorly, only to be rejected in the end.

She didn't feel her pulse increasing as her thoughts swirled through her mind until the car engine stopped and she glanced around. He'd driven them to this place before. Maybe there was still a chance. Maybe if he wanted to say no he could've just done it back at his place. But then again, he knew how to get on her nerves. She had to find out once and for all, but her mouth was too dry to even open properly.

"So...," she started, her eyes meeting his. He seemed way too cocky and she snapped. "Am I amusing you, Wheeler?"

Mike chuckled. "You say you want to talk and yet you're dead silent and you keep glancing at me like I'm gonna disappear. Don't think I didn't notice. It _is_ a little bit funny."

Mike honestly didn't have any idea what she wanted to talk about but they were parked and alone at the quarry, with only the light of the stars overhead.

"Do you wanna look at constellations? We can lie on the hood of the car."

"Gross." She rolled her eyes, but the idea wasn't so unappealing. The last thing she wanted was to stargaze with Wheeler, but she had to admit that it would be easier to express her feelings without a gear shift eventually pushing into her ribs.

"But I want to take a breath of fresh air," she added, her fingers already pulling at the door handle.

Mike followed her right after and they were now both resting on the hood of the car, Max's arms wrapped around her form as she looked at the ground.

"Sorry for not talking to you these weeks," she finally whispered, but she wasn't even sure if he caught her voice. Her ego denied her the ability of being even remotely loud while apologizing to him.

Mike heard her meekly apologize. It was so uncharacteristic for Max. He sighed.

"It's okay. I acted like an ass. Are you okay? I mean, you're not hurt or anything, right?"

Mike thought back to when she'd found him in the woods after pissing him off.

"I just used you. I know I kind of always do but I may have been out of line then. I shouldn't have been so rough."

"I didn't mind that," she disclosed with no shame. "It's just that-" she sighed and tried to keep on talking in a casual way. "It's not cool when only _you_ get to...have fun, you know..."

She glanced at him, hoping that he'd gotten her innuendo.

It felt awkward and nothing like she had envisioned. On her way to his house, she was fully convinced she was just going to start grabbing him and asking for sex until he would have either gone with it or pushed her away.

But now that they were next to each other, it felt different. She found it hard to talk, let alone act on instinct.

What scared her the most, though, was that he seemed totally uninterested in having her again. She tried to reason his behavior by thinking that he was just being polite after being an asshole for so long, but a part of her was scared that it was all over.

"Yeah, I know. That was a dick move. Especially since it was the last time. I shouldn't use you and it's wrong to go behind Lucas' back. I mean, it was fun and all but I still feel empty. I don't know why it seems to be worse lately. I think sometimes you'd take my mind off of what bothers me but that's not fair. I shouldn't have used you as a distraction."

Mike looked down.

"Oh," Max swallowed thickly, trying to ignore the ringing in her ears. It felt like her entire world had just crumbled down and she bit her lip hard. That was it.

She didn't know what hurt more, the fact that it was all seemingly ending or the fact that it was Mike who wanted to put an end to it.

"So it's over, huh?" She raised her eyebrows and dared to move her feet until she was facing Mike. His legs were slightly bent as he rested against the car's hood and she was glad he didn't have the advantage of looking down at her as much as usual. It gave her the courage she so much needed for what was yet to come.

"Are you going to just...stop using me?"

She took a step closer, her wrapped arms bumping into his chest. She ghosted her lips over his neck and raised her knee until it pressed over his crotch. The anxiety of being pushed away was constantly in the back of her mind, but the adrenaline surged through her body as she whispered.

"You never ask what_ I_ want. Not when you fuck me, not when you want to back out," she sighed and merely swiped her tongue over his neck. "You need to learn how to listen more, Wheeler." Her knee dug further in between his sprawled legs.

Mike knew she had some _thing_ about her that made her actually like it when he used her but hearing her ask did things to him he hadn't been exactly prepared for. Now she was licking his neck and her knee was bumping his crotch and he could feel blood rushing to certain places.

But it was nice to hear her ask so he wanted to hear more.

"You don't really want to be used, do you? You have more self-respect than that." Her tongue on his neck felt amazing. But he continued.

"You shouldn't want me to take what I want from you. You're my friend and friends don't do that."

Part of Mike wanted to end the entire affair. He knew it was wrong for more than just surface level reasons. But there was also a part of him that hoped she'd buy his reverse psychology and tell him exactly the opposite. He kind of wanted her to beg him.

"But friends help each other out, don't they?" Max smirked when she felt the lump in his pants. She decided to drop her leg and replace it with her hand, her swift fingers cupping his bulge through the fabric of his jeans. A content sigh escaped her lips when she felt how big he was getting under her touch.

"And who said I don't want you to use me? Who said I don't do the same to you?" She knew her plan was at stake with this admission, but she couldn't let her plea go to his head too much.

"If you were my real friend, you'd do it for me." Her fingers slowly worked on his zipper until it was all the way down and her mouth moved to his earlobe. By the time his cock was out in the open air, she was tiptoeing to lick the shell of his ear while her fist started pumping his erect shaft with lazy strokes.

Mike knew that she wasn't going to beg him, at least not right now. Maybe he could get her to do it a little later.

"Who said I wanted you to take my cock out? You act like you can just do whatever you want. If you're gonna do that then I think you should have to be exposed too. Or should I just push your pants down and rip off your panties? Here I am trying to do the right thing and you're having none of it. Might as well shut off my brain and let my dick think for me."

His hands went to her waist but he was making sure to not be too gentle. His fingers dug into the tops of her hips as he slid them under the denim of her waistband.

"Do it," she provoked him, her mouth never leaving his ear. She was too embarrassed to look him in the eye anyway. That was the most she'd ever done. She'd never be so blunt about wanting him unless his dick was stuffing her up and she was on the verge of cumming. She just hoped that would happen again, though.

"Please."

Mike wasn't the only one who knew how to play this game. She knew what he wanted to hear and she was willing to give it to him if that was what it took for him to do the same.

"Take off your shoes so I can get these off." He tugged at her jeans, knowing his voice sounded more demanding. She complied and he pushed her pants down past her hips.

"Step out of these."

Once her jeans were off and tossed on the hood of the car Mike ran his hand over her panties.

"So I see you _do_ want this. Don't you know when you wear sweatshirt gray panties I can see even if you're just a little bit wet? But damn, you aren't just a _little bit_ wet are you?" He pulled on the sides of the fabric on her hips, causing the material to mold itself into her slit and ass crack. He heard her try to stifle a moan.

"Get in the back seat."

He pushed her toward the car door and then opened it. As she was crawling in he grabbed her, keeping her legs outside the car.

"Still gotta lose these." He bent forward and used his teeth to tear her panties, ripping them the rest of the way with his hands. He only tore what he needed to so the remnants stayed wrapped around her left leg, midway down her thigh.

Mike thought she looked pretty hot on her knees in his car, panties torn and hanging down her leg, just waiting for him.

"Tell me what you want me to do."

_Finally_, she thought to herself, her blood coiling in the pit of her stomach as she looked over her shoulder at him. He was still dressed, but his cock was hanging out of his jeans. Maybe it was just the angle, or maybe it was because she hadn't seen his dick in a while, but she could've sworn it never looked more swollen and red.

"Fuck my ass," she mumbled in a hurry, almost too afraid of his reaction. She didn't expect him to say no, but it would be a surprise not to hear him laugh at her for wanting to do it again after what he'd done the last time. She couldn't help it, though; that was all she had been thinking of every time she had been touching herself late at night.

_He deserves a second chance_, she figured.

Mike was a little surprised at her request. He had been the opposite of gentle the last time they'd done anything yet here she was asking for it. He thought maybe he owed it to her to make this time better for her.

"Are you in a hurry?" He crouched down so that he was at eye level with her body, nestling himself on the ground between her legs where they hung off the car seat. As he spoke he was running his hands over her smooth cheeks, down from the top of her ass, not stopping as he went lower to between her legs. He started massaging her.

"I thought you said you wanted to cum. If I fuck your ass that might not happen, right?" He had found her clit and one hand was toying with it while the fingers of his other hand lingered over her hole, spreading her arousal and teasing.

"So maybe if that's what you want that should be last. But right now is the last time tonight I'm gonna ask your opinion. Once we get this settled I get to do whatever I want." His finger finally went inside her. "Because that's what you like."

"You're pushing it," she warned him, but it came out as more of a mew than a threat. She felt powerless already, just the way she liked it the most. She started to believe Mike preferred her this way, too.

Head on the car seat, Max's right cheek pressed into the backseat as she rocked herself back and forth on Mike's finger, but it wasn't sufficient. She wanted to feel more of him so she reached under her body and between her legs until their fingers met and she guided one more inside her cunt.

"And why should it be last?"

She sighed when his digits arched inside her pussy and she stopped to take a deep breath.

"So you can get to unload inside my ass and make me go home like that? Because that's not gonna happen," she lied.

Mike hadn't even thought about that. He honestly thought she might not be able to orgasm from him just fucking her ass. But now that she'd mentioned it, he knew that was what he wanted.

"Shut up now," he said quietly. "You had your chance to tell me what you wanted. Now it's my turn." Mike started to lick her pussy from behind, keeping his fingers in her. She was still holding on to his hand and wouldn't let him take them out anyway. He noticed that her knees moved out as far as she could get them and her face was pushed into the seat. _Fuck. She really wants this_, he thought.

"I'll do what I want when I'm ready." He licked her again but then decided he didn't like the angle for that.

"Turn over on your back." He was moving her as he commanded her. She reached for his cock once she could see it but he slapped her hand away.

"No. When I'm ready I want to see how it feels when I push in without having spit all over it. And I'm not gonna tell you when I'm ready."

His face went back down and he started rubbing his lips and the tip of his tongue on her clit. He didn't want her to cum that way but he wanted to get her close so that she might beg him.

She whimpered at his words without daring to voice out her thoughts. He wouldn't have listened to them, anyway. And maybe he didn't even have to because despite what she had previously told him, she realized Mike should have been given more credit; he always seemed to know what to do and say.

"Oh, that's-God, that's good," she moaned out, her back arching off the seat and making her hips push more into his face.

While Mike had definitely had his mouth on Max's lower region before, he'd never licked her pussy in just this manner and she wondered if this was more or less his attempt at a formal apology for what he'd done on the camping trip. It seemed this time like he was purposefully being sexy about it, trying to make it feel good. It made her curious and she propped her upper body on her elbows so she could take a look at the way he was doing it.

"Fuck," she sobbed and that was when he looked at her through half-lidded eyes. She couldn't see his mouth but she could feel his smirk over her lower lips and as much as it turned her on, she wanted to wipe it off his face. It was obvious he was only this cocky because he turned her into a complete mess and so she brought one of her hands to his hair and tugged at the soft strands, urging him to keep licking and fingering her.

It was a little funny to see her watching him. She had a look on her face that was somewhere between confusion, anger, and a little kid on Christmas morning. It might not take much for him to get what he wanted.

"Do you like it when I do this?" He asked before he pushed his nose against her clit, let his tongue dip into her cunt, and then licked all the way back to her clit where with his tongue he spelled B-E-G M-E although she didn't know that. He wasn't going to do this much longer before he got some much needed relief for himself but it was worth it to drive her a little bit crazy.

"Mhm," she sighed, the pleasure too overwhelming for her to even articulate proper words.

Her fingers stayed buried in his hair but she didn't pull at it, focusing instead on every move of his head as he tongued and fingered her dripping pussy.

"Who would've thought...that a nerd like you could be good at this?" She whispered mostly to herself, her hips involuntarily lifting off the seat so she could feel him better. It felt out of this world and for a second she wondered if it felt better than when Lucas did it to her, but she was too afraid to answer her own worries. Max wasn't ready to deal with that just yet.

"But-please," she begged with her eyes squeezed shut, too ashamed to look him in the eye while pleading for his cock to fill her up already. She didn't even say it, but the way he grinned over her folds told her he already knew what she was asking for.

Mike thought he'd give himself a little more amusement.

"Please what? Do you want something specific? Are you ready to go home? Do you want to borrow my calculator? I'm afraid I don't know what you mean when you say please." He sucked on her labia, pulling the skin away from her body and then letting go, watching it snap back in place. Then he did the same to the other side.

"Tell me what you please want and I'll do it." His voice was suddenly less mocking, as though something in him had decided that the time for fucking around had ended.

"Please as in please fuck me," she whispered out of breath as she tried to mock him. Her pride didn't let her beg unabashedly, but she was certain Mike didn't even need that. The way her legs squirmed and tried to get as much of him as possible let him know she was desperate already.

Their eyes met again and she gulped when her glance traveled down to the lower half of his face. His nose, lips and chin were all covered in her juices and she just wanted to pull him in and lick everything off his face, but she didn't know how he'd feel about that. Even when they fucked, there were still lines she refused to cross despite how badly she wanted to.

Mike stood up. With his hands on her hips, just at the tops of her thighs, he pulled her entire ass off the seat, leaving only her shoulders and head touching it. He held her close to him, close enough for him to insert just the tip of his raging hard cock into her drenched pussy. He held himself there.

"I can stay here a long time," he lied. "Should I get deeper, do you think?"

Max was trying to encircle his waist with her legs but he was holding them too tightly. Her shoulders heaved against the seat as she tried to get what she wanted. She was rolling her pelvis into him as much as she could. Mike could feel her sucking him in more.

"I think you _do_ want it deeper."

Without warning her, Mike pulled her lower half against him hard and shoved his dick into her, all in one motion. He was going to fuck her while only her shoulders were touching the seat. He moved his hands to her ass to get a better grip.

"Fuck, you're so wet. Is this what you wanted?"

"Yeah," she breathed out, her hands frantically trying to latch onto something as soon as he started pounding, but she ended up with more than half of her body suspended off the car seat and slammed against Mike's torso repeatedly. The angle gave her the opportunity to see him staring down at her and she was surprised to see him just as overwhelmed. Maybe refusing to let him use her body or even having carried on a normal conversation for weeks hadn't been such a bad idea.

"Oh, Mi- I," Max whimpered, one of her arms flailing toward the driver's headrest and holding onto it as he rocked her back and forth on his cock.

"What did you call me?" Mike slammed harder. He sounded mad but he wasn't really. He just wanted her to always remember her place. He held her up with his left arm and touched her clit with his right hand. It would have been a difficult maneuver but her legs were wrapped around him now and she was helping hold herself up.

He slapped her clit lightly, like he was faux spanking it. She moaned.

"I didn't," she sobbed as she snapped back at him, not wanting to admit what had almost come out of her mouth.

"Don't...do that," she whined and tried to cover her front, but Mike was quick to slap her hand away and continue despite her protests. He could tell she enjoyed it and only tried to stop it out of embarrassment.

"Don't do this?" Mike rammed in hard, holding himself deep inside. He rubbed her clit while his cock was buried so far he could feel her cervix.

"Okay. I won't." He pulled out and let her drop back to the seat. He was still standing just inside the open car door and her legs were hanging out. Mike reached down and turned her over so that she was on her stomach.

"Get on your knees." He was telling her what to do but he was helping her do it too, pulling her backside up until he could reach her without having to bend too far. He ran his cock through her folds again to get it a little wetter and then he put the tip of it against her asshole.

"Okay, on the count of three I'm going to stretch your ass again with this dick. Ready? One, two...

He didn't wait for three. He pushed in, going slowly but not stopping.

"Jesus fuck, that's so tight."

He started to find a rhythm but it was still tricky since he was so tall. After a couple of minutes he pushed her forward. She fell into the seat with him on top of her. His cock never came out.

"Ow, fuck," she moaned, still trying to get used to the feeling of his cock fucking her raw. Her juices lubed up her asshole enough for the pounding to not be agonizingly painful, but it was still a tight stretch that left her panting and whimpering. Mike's chest on top of her back didn't help with the breathing, either.

"Don't even think...to do...the same," she threatened and reached for his hand, trying to guide it to her pussy but failing miserably. Her whole body was at his mercy and unless he was willing to maneuver her in a way that allowed his arm to sneak under her stomach, she anticipated ending up just like the last time; used and not even satisfied.

"Please," she added in a desperate attempt.

"Here." Mike held himself up a little with his arms to take some weight off of her. "Just like, lift your ass up just a little." She did, angling it up just slightly but that made enough room between her and the car seat for Mike to move his hand. He held himself up with one arm and his right hand crept under her body, touching her where he knew she so desperately wanted.

"I'm going to ease myself back down. Tell me if you can't breathe. I want to feel your ass squish against me while I fuck it so I want to be right on top of you. Do you like where my hand is?"

Lying back on top of her, Mike didn't have a good place to put his other arm so he eased it under her chin.

_Don't squeeze or you'll choke her_, he told himself but he liked how it put her in such a vulnerable position; his arm across her neck while his cock was buried in her ass. She was powerless. Mike felt himself get harder.

"Oh, fuck. This is nice. Do you like my cock in your ass?"

"Yeah," Max moaned, her ass pushing back against his cock. She refused to use words to tell him how much she also liked how her bottom buried into him, but the way she moved back onto his body was enough to let Mike know he could keep going.

His arm was bent at the elbow and wrapped around her neck and she contemplated whether she should push her face lower to rest her cheek on his forearm or not. She didn't do it, though. She wanted all of it, she craved feeling helpless under him as he almost obstructed her airway so she pressed her neck tighter against his limb, the air getting caught in her throat.

"Put your fingers in," she pleaded, her pussy trying to swallow his digits whole while he continued to fuck her ass. She'd spent a long time not being used and she wasn't going to settle until she ended up thoroughly fucked today.

Mike definitely liked how she was reacting to him. And he knew what she liked. He had felt kind of bad that he hadn't let her climax the last time and while he'd never tell her, he wanted to try to make it up to her. So he figured he'd give her some of what she liked.

"You said last time was the last time," his dick slid in and out, the friction was exquisite. "You're fucking me now like you don't want there to ever _be_ a last time. I mean, fuck! Oh, God that feels good. My arm is around your neck. I could snap your neck. Or do you like that? Does it turn you on more when you know I could easily hurt you? My big cock spreading your asshole open while I could just put you to sleep any time? And let's not forget, oh, shit, are you fucking squeezing me? Goddamn that's fucking hot. Let's not forget my hand. It's so wet, Max, and that's because you're dripping all over it. I'm gonna have to clean the car before I return it."

Mike kept rubbing her, doing as she'd asked and also using his fingers. They slid in easily and he wiggled and curled them, alternating between that and just fucking her cunt with them.

"Yeah, push back against my cock. Let me know you want it."

Her face was getting red from the slight lack of oxygen. She could still breathe and he wasn't properly choking her, but every time he made a particularly hard thrust her neck would get slammed over his forearm and restrict the air inside her lungs.

It made her pussy throb even harder over his slick hand, her ass clenching around his hard cock whenever he arched his digits in and rubbed a spot that left her babbling.

"Fuck, th-that's...so...good. You can do...whatever you want, oh, God."

Mike's arm around her neck was pulling tighter as he got closer to cumming. _Not too tight, Mike_, he kept reminding himself as he continued to force his dick into her ass, getting deeper the closer he got to his climax. His face was right beside her ear and he was whispering as she took his cock.

"I can do whatever I want? You think you mean right now but I know you really mean _whenever_ I want because you get off on me using you. You practically said so." Mike's fingers inside her moved faster. Max was almost crying from the pleasure she was feeling, pushing herself into him as much as she could, whimpering and moaning.

"Are you gonna cum? You know you want to. I'm gonna cum hard in your ass. Really soon." Mike shoved his cock deep. She was still clenching him and the sensation rocked his brain. He kept his cock buried and focused on his fingers inside her.

"I'm so close I don't even need to do anything else. When I make you cum you'll pulse around my dick and make it shoot too. Do you want to do that? Make me fill you with my hot jizz just by cumming on me?"

Max couldn't answer. His fingers were touching her exactly where she needed them to and his dick was so far up her ass. She could feel her ass cheeks smashed against him and his warm breath in her ear as he whispered.

But the kicker was his arm, the one across her neck. He squeezed it and pulled her up some and that's when her orgasm hit her.

"Fuck, you _do_ like it rough," Mike said just before the pulsations of her pussy and ass started.

"Shit! Cum..." Max couldn't even finish her sentence. She was shaking and convulsing with his cock in her ass, his fingers in her cunt, and his arm pulling tighter around her neck

"Oh fuck yes!" Just as he'd predicted, Mike didn't need to move. Feeling her quake underneath him caused his cock to explode, twitching and throbbing and shooting so much semen into her accommodating ass. He stayed inside her until they both were only slightly panting.

"I can't breathe," Max announced out of breath. It felt ironic saying that after she'd cum by getting choked, but now that the euphoria had faded away all she was left with were two gaping holes and an ass filled with jizz. It was definitely what she'd wanted, but it always felt too intimate to feel Mike breathing down her neck after they were done.

He was quick to comply and get off her and once he was outside the car and tugging his limp cock back inside his briefs and jeans, she tried to put her clothes back on. It was then when she noticed her panties barely hanging from her leg. Her pussy throbbed when she remembered Mike ripping them off. He'd done a good job; her underwear was completely destroyed.

"I really liked this pair," she sighed and looked at Mike. He was still standing right outside the backseat and she pushed him aside to retrieve her clothes. She was naked from the waist down, but that didn't stop her from walking to the front of the car to collect her jeans and shoes, her bottom slightly clenched as she tried to hold his cum inside. She couldn't wait to get home.

"Yeah, um, sorry about that. Maybe next time you know you want to fuck me just don't wear any." Mike could see that she was annoyed. "But anyway. I can take you home. Unless you feel like skating from here."

Mike thought maybe he should say something nicer but he didn't want to make it seem like he had any sort of feelings involved. After the sex they'd just had, so raw and intimate, he thought it best to keep the conversation light, if not a little snarky. He needed a juxtaposition after what they'd just done.

"Yeah, riding my skateboard past the lab, by myself and at midnight is definitely on my bucket list," she snorted as she buttoned up her jeans, but as soon as her eyes met Mike's she realized what she'd just said. Max already knew Eleven's story by heart, so the mistake she'd just made dawned upon her when she noticed the hurt look on Mike's face. She'd reminded him of her...again.

Her tone shifted into something a lot softer.

"This road is not good for skating. If you could take me home that'd be great," she forced out a small smile and proceeded to put her shoes back on.

**A/N: I may be crazy and post chapter 13 this week too. Why tf not? After that, ch-ch-changes...**


	13. Chapter 13

**I hate updating so frequently but I'm a fucking loser. I'm also ready to bring El back and get on with it. Enjoy this now because I really don't know how I'm going to end this story. I never thought I'd be doing it alone. But hey, when people say things like, "you're the best thing that ever happened to me," or "I love you the mostest," or "I wish we could cuddle," don't believe them. They're just words, and words are cheap. Like fanfiction. **

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As the summer progressed, Mike noticed a shift in how he thought about Max. The crazy dream in which El was so hurt by him letting Max command and dominate him and the dream in his tent where he woke up still feeling her played almost continuously in his mind. He found that he felt guilty when he thought about all the things he'd done with Max. He had let himself so many things he wished he could have done with El. He was still a hormonal teenager though, and he couldn't easily turn off his lustful feelings.

But he had been good! He hadn't once done anything sexual with Max since she had thrown pebbles at his window. Fooling around with her was something he now regretted, if only because he now always felt like the things he did with Max made the ghost of the girl he loved feel sad, so he was really trying to keep El in mind. As if she ever _left_ his mind.

4th of July festivities had everyone excited. Dustin borrowed a pickup truck for them to sit in to watch the fireworks show so that they didn't have to sit on the ground. When Mike arrived with Lucas they all took a seat, except Lucas who had a large sack of fireworks he was going to shoot himself. It was a tight squeeze with the four of them sitting squished together on the tailgate of the truck. It was well past twilight and the stars were out and no one could disagree that it was a lovely night.

_Fuck, her leg is touching mine. It's just a leg, Mike. Just an appendage._

"You okay, buddy?" Dustin asked Mike. The scowl on his face was evident.

"Yeah, Mike. Don't be so glum. It's the fourth of July! Not like you're getting your ass kicked in Double Dragon." Her tone was mocking and she was smirking at him so smugly. Max was such a contrast to the perfection that was his El.

It irritated Mike, but mostly because he was getting hard...quickly. He wanted to both shut her up and have the upper hand.

Mike rested his hand on her thigh. He heard her sudden intake of breath. The blanket covering all of them on the truck hid any evidence of any sort of fooling around. His hand, mostly his fingers, traveled upward, closer to her body.

With Dustin and Will preoccupied watching Lucas fire off his assortment of rockets, Mike leaned in and barely whispered to Max.

"Skirt was a good call. Do something about your panties."

At the same time his fingers rubbed her slit through her panties and Mike could feel that she was already wet.

His fingertips dragged along her covered folds until they rested on her clit. Max had to bite the inside of her cheek to stay still and not react in an evident manner. Even if she did, the twilight was already fading to darkness in Hawkins and Max was positive nobody could really see what was happening under the quilt if she just sat still.

But just to be sure, she scanned their surroundings, watching her boyfriend working on the fireworks they had brought along. Dustin and Will were having a conversation about something stupid like monsters or other nerd stuff, Max figured from the terms that were thrown around. She had to roll her eyes at the circumstances; it was as though no one was noticing that Mike was playing with her clit and telling her to do something about her panties.

_As if_.

She actually scoffed and could already feel Mike's burning gaze in her peripheral vision. He was probably arching his eyebrows right now and giving her a ludicrous look, as if she was insane to even try to resist.

"Not happening," Max murmured through gritted teeth as her hand sneaked under the blanket and grabbed Mike's. She tried to pinch his fingers, twist them, even break his wrist if she could, but he overpowered her within seconds when he gripped her smaller hand until she let it limp.

"Do you wanna be disciplined again, Wheeler?"

Emphasizing the word, her aquamarine eyes fixed on Mike and she soon realized he found nothing amusing about what she'd just whispered. He just stared at her, unfazed but ready to unlink their hands.

Mike removed his hand, frowning. He hadn't expected to be reminded of that. Now it only made him think of a crying El. "Fine. No means no. I get it. But please just leave me alone and stop mocking me constantly. Can't we just watch the fireworks?" He meant it too. He'd felt weirdly confused ever since his El dream, felt like she was actually there with him a lot of the time, and while it made him feel nice to feel like she was there it also made him sad because she _wasn't_ there and then his thoughts would snowball and inevitably end up with him thinking about sitting alone in a nursing home, yelling at the nurses to give him more sedative in hopes that he'd sleep and see her again.

_It's my grim reality_, Mike thought.

"Sorry, Max." Mike whispered. "I'll try to scoot over so my leg isn't touching yours. I won't touch you with any part of me and maybe that'll be better." He tried to smile warmly, his words were certainly genuine, but so was the erection in his shorts. Mike leaned against the side of the truck to try to create space and he thought about backed up garbage disposals and Mr. Clarke trimming his toenails and anything that could possibly make his hard-on go away.

Watching in utter disbelief the way Mike separated himself from her until, indeed, there was not a single inch of their skin attached anymore, established a wave of panic that surged through Max's body.

She was already regretting her decision and losing their special fun was something Max knew she couldn't afford right now. She was still nothing but a fucked up teenage girl who got high off being played and Lucas was definitely not the one to provide that treatment for her. But Mike was. He knew what to do and how to tantalize her to the point it was a plain mockery, but she loved it anyway.

And so she did the most natural thing in that moment, silently reaching for Mike's hand until it ended on her panty covered soaked pussy. She assisted him with the matter as her own hand guided his under her panties until he could feel the wetness on the tip of his fingers.

"I still don't think you get to tell me what to do."

It caught Mike off guard a little when he felt Max's hand touch his and start to move it toward her. Of course, she did it exactly when both Dustin and Lucas fired Roman candles so Mike's surprise could have been exacerbated by that.

But now his fingers were feeling her, his long digits teasing her, rubbing her wetness around, covering her pussy and inner thighs. She had just shaved and Mike liked very much how it felt when his fingers slid over her. He liked how warm and slippery she was there and he definitely liked the soft moans she was trying desperately to keep quiet.

With his other hand he unfastened his shorts. Mike hadn't worn underwear that day and now he was glad as his cock sprang free. He spread Max open a little more, using his index finger and his ring finger to hold her open while his middle finger alternated between playing with her clit and plunging deep into her pussy.

"Hey, Lucas!" Mike called with his finger still inside Max. "Got anything loud? Like, _loud_?"

"Sure, man! I'm saving my finale for just before the big show but tell me what you think of this." Lucas brought out a rather large piece of pyrotechnics. "Hold your ears!"

It was indeed loud and very pretty. When the booms started and everyone was looking up, Mike added another finger. While talking with Lucas he had moved and was now using his left hand, the angle better and it also made him look to be sitting more naturally. His right hand was behind Max, under her skirt, rubbing her ass. The sparkles and loud booms acted as cover while Mike started to really finger fuck her.

While everyone looked up at the beautiful show setting the dark sky ablaze, Max was peeking under the covers and watching Mike's big hand working in and out of her. The exertion made his veins pop, the bumpy strings tangled around his arms turning Max into a complete mess.

"Oh, shit-," It was too much and she took her eyes off the lewd act before anyone could sense something was going on between her thighs.

She opted to look up instead, a fusion of explosive colors mirrored in her bulged eyes. To anyone from the outside, she might have seemed in awe at what was going on above, but it was the action at the bottom that made Max keep her mouth agape.

Right before the fireworks had faded, her hand accidentally brushed over Mike's front and, much to her surprise, his cock was freed, burning hot and hard as a rock when she wrapped her fingers around his girth. She caught the hiss leaving Mike's parted lips and she smirked triumphantly.

"You wanted me to leave you alone, huh? What a little bitch," she gibed in a whisper and was getting ready to spew some more jabs at Mike's expense, but the commotion was subsiding already and she feared being heard.

"I wanna help with the next one. It's really cool," Will beamed as he hopped off the truck bed and joined Lucas, leaving Dustin on the opposite end of the tailgate from Mike and Max.

"So do I!" Dustin exclaimed, hopping down and joining Lucas and Will. Mike kept playing with Max's pussy, now just constantly teasing her. Her sarcastic quips to the others were getting more cutting and he knew he was driving her mad.

"Okay let's us guys do this and then everyone can watch me do my big finale and then we can all watch the town of Hawkins try to best me." Lucas laughed, handing Dustin and Will each a cone shaped item.

Mike was enjoying himself. He had stopped fingering her, had stopped touching her clit, and was sitting with his entire palm covering her bare pussy and trying not to laugh as he felt her trying to grind into his hand without being noticed.

It was when she huffed in frustrated annoyance that Mike knew he could probably do whatever he wanted and she'd let him.

When the boys came back to the truck Mike and Max both looked like siblings who hated each other. Lucas was about to do the best part of his show.

"Get off me, Dustin!" Max complained. It was a tight fit on the tailgate and Lucas wasn't even on it.

"Just move. Sit in Mike's lap or something. He'll still be able to see. And then me and my fine ass can enjoy these fireworks without my territory being encroached on. What do you think, Lucas?! She should just sit in Mike's lap, right?"

"Do it, man. It's Independence Day for Dustin's ass too. Max, it's cool. Sorry Mike's bony legs probably won't be more comfortable than that truck bed." Lucas chuckled and went back to his setup.

Mike looked at Max. His hand was still covering her pussy and she was still stroking his hard cock.

"Come on," he sighed, not really put out but wanting to keep the appearance of being inconvenienced. He felt Max slide into his lap. His cock was between her legs in such a way that he could reach down to touch her and feel his own erection.

Max squirmed and really made an ordeal about getting comfortable but when she finally was, Mike's cock was in her slit, her wet pussy lips wrapped around his shaft. With everyone watching the fireworks he moved his hands under the blanket to her hips and with subtle gyrations from him and sly back and forth by Max, Mike's dick was drenched in her pussy juice in no time.

Max was rubbing him with her hand too, no doubt trying to get his cock head to rub against her clit.

When the first explosion went off Mike felt Max push his cock into her slick, warm hole.

_Holy fuck. I'm fucking her with her boyfriend standing right there. She just shoved my cock into her cunt with her own hand._

Max wished she could see Mike's face because she was certain he hadn't thought she'd have the audacity to be so bold. Every reckless decision she had ever made before was topped by this exact moment - one long gaze from the others or a wrong move coming from her or Mike would be the end of it all.

But that was what pushed Max to do it in the first place. Her impetuosity had gotten the best of her and now here she was, full of Mike's cock and silently begging him to rub her clit. His pace was too slow, though, and she needed more; especially the delicious friction caused by their genitals working together and so she decided to make a calculated move.

"I can't even see everything because of this stupid...truck."

With a huff, she grabbed the edge of the metallic side panel of the truck and brought herself up just slightly, only to drop her hips back onto Mike until his hard rod filled her cunt and his sack glued to her skin yet again.

"I used to hold Holly on my lap like this. She liked to bounce," Mike announced to his friends, his dick stuffed inside Max Mayfield.

"Ha! You should do that now to Max. I think she's surlier than Holly so watch your eyeballs," Dustin laughed at his suggestion.

"Well let's just see!" Mike said, clearly loud enough for all to hear. "Max, wanna ride the horsey?" With that, Mike started bouncing her on his lap, his cock finally getting to ram into her cunt, getting to feel her slip and slide on it.

"Look at that. Max is a good horsey rider," Dustin said as though speaking to a child.

"Yeah she is. Max knows how to ride the horse," Mike agreed as he bounced her a little harder.

"Aw, babe, you're cute!" Lucas yelled a few feet away from them when his eyes averted to the truck after having heard the conversation. It was definitely unusual for Mike and Max to be this close, but he blamed it on the festive spirit, feeling at ease to realize that they didn't seem as eager to bicker as usual, despite the seemingly grumpy look on his girlfriend's face.

But while Lucas hadn't thought anything bad of their act, Will was suspiciously glancing at Mike and Max from time to time. Something was definitely off and Will had an idea or two about what it might have been, but he had always tried to reason everything out. Mike could never do this. Neither could Max.

And yet they _could_, because Max allowed Mike to rock her up and down onto his lap until it sent his cock deep inside her pussy. She was scared to the point she wondered if her heart could be seen pounding through her red shirt. Luckily for her, the blanket covered any evidence of her alert state or the fact that Mike was plunging his dick inside her cunt with every move.

"Slow down," she mumbled through gritted teeth when she felt threatened by the moans bubbling up in her throat. Dustin didn't hear anything, because Max was smart enough to not speak until their curly-haired friend was asking Will where he put the beer.

"Please-" she continued in a desperate attempt of making Mike stop for at least a few seconds. But even as she did so, her hand went down to his balls and she cupped and played with them, not being able to resist the urge of teasing Mike.

Bouncing her was much better. Mike could actually fuck her instead of just having his cock inside her. And Lucas seemed to be cool with his girlfriend sitting in Mike's lap.

_America fever, catch it_, Mike thought as he felt himself sliding inside her, her thighs warm against his as he bounced her, making her ride his dick. She had asked him to slow down so Mike did. Now he was making sure to bounce her slowly, dropping her onto his lap, sending his dick deeper. He liked how every time he'd drop her down so that his cock was completely deposited into her pussy she would rock backwards and Mike could feel the hood of her clit rubbing his shaft as she grinded herself down. Then he'd do it again.

Will was shocked beyond words as the scene unfolded in front of his eyes. Mike had gone from casually rocking Max onto his legs to seemingly grinding his hips over hers. He couldn't take it anymore.

"Guys, don't get me wrong, you're cute finally getting along and everything...but are you sick? Dustin, you should check. I can't remember the last time Max even allowed Mike to breathe next to her."

He was proud of himself by playing it all down and also engaging Dustin in the conversation, because the latter was now stupidly grinning and extending his arm until it landed on the ginger's forehead.

"You're warm. Are you sick for real?!" He was genuinely concerned and completely oblivious, just like Lucas.

"No!" Max was quick to slap Dustin's hand off her face and carefully climb off Mike's lap. "It's just his stupid body heat. I don't even know why I said yes to this."

She resumed to her initial position on the tailgate, disappointed and frustrated at the emptiness between her legs, but it had all been too much. They had taken it too far and they had almost gotten caught.

Max forced herself to seem unaffected by the sneaky pounding that had just taken place.

"Dustin, you'd better move your fat ass and not squish me this time because I'm not going to sit in anyone's lap again."

After Max climbed off his lap Mike remained hard. It didn't help that until Lucas rejoined them to watch the Hawkins display of fireworks Max was sneakily reaching over and touching him, keeping him hard, frustrating him to no end. When Lucas came back he pulled Max back with him to the back of the truck bed so he could sit next to her and everyone could fit. That left Mike feeling strange, because while he definitely didn't have any real feelings for Max he definitely _did_ like having his cock touched by her. And other things. So while everyone gasped and cheered the show Mike sat there pouting.

He could overhear Lucas and Max talking.

"Excited for our date tonight?" Lucas asked her.

"Uh, yeah! But I'm so sweaty. I'm gross. I need to go home and shower and change first. Can you take me?" Max answered.

"I rode with Mike," Lucas was saying when a middle aged woman approached the truck. She was carrying a bag of something and looked like she might cry.

"Hi, I was wondering if you'd like to have the rest of my kids' fireworks? They've tried to light each other on fire seven times since we got here and I can't take it anymore so I took the things away. You kids seem like you'd appreciate them." She smiled a tired smile.

Dustin jumped down from the truck.

"Heck yeah! Thanks, m'lady! God bless America!" He took the bag of fireworks from her and grinned at the others. "Not goin' home just yet, boys."

Mike knew what he wanted to do.

"I'll take her, Lucas. You can shoot these off with the guys and ride home with Dustin. I'm feeling kind of tired anyway."

"Are you sure?" Lucas asked Mike before giving his girlfriend a questioning look. The last thing he wanted was to get into a fight with her because she didn't want to ride with their friend.

"Yeah, no big deal," Mike reassured him while Max nodded meekly.

She didn't miss the bitter look on Will's face as he listened to their conversation. She knew he was on to them and in order to make up for her and Mike's fishy behavior, she wrapped her arms around Lucas and kissed him lovingly in front of everyone.

"Don't take too long, okay?"

Her boyfriend nodded, a wide love-sick grin plastered on his face even after Max and Mike made their way to the car and he was left with their two other friends.

"You're just taking me home, got it? I wanna get ready for Lucas," Max announced to Mike when they were both seated inside the car and he was turning the engine on.

Mike was actually disappointed. And then it angered him that he was disappointed by something Max said so he felt even more disappointed.

"So you want me to just drive you home? I wish you hadn't kept me so hard if that's all I'm doing." He tried to sound conversational. His hand moved across the seat to her thigh.

"I know you want to finish too. My balls are starting to ache. Come on. I could pull over anywhere along this road and you could use my cock and get yourself off. Think of me as a warm dildo. You know what it feels like when I push inside you. I know you like it. I could pull over right here and we could get in the backseat and you could feel my dick inside you again. Did it feel good tonight? It was so hot when you rode the horsey. Fuck, I almost came then."

"Are you crazy?! You barely drove away from them. I'm not gonna fuck you here!"

Max's protest was not so convincing because she did nothing to move Mike's hand away from her pale thigh, instead only eyeing his crotch and wondering if they had time for a quick fuck.

"They'll be almost another hour. That was a nice sized bag of stuff that lady gave them and Lucas still has bottle rockets so they'll be having a war for a while until they run out. Look at where we are. Hawkins chose out here in the middle of nowhere because people could see better without the lights of the town. Look, I'm turning here and I'll show you." The idea of maybe getting to get his dick wet after all gave new life to Mike's wilting member and he felt himself getting hard again. He turned onto a dirt road and after about thirty seconds of driving it was obvious that they were alone and would not be seen. Mike turned off the engine. He turned to Max.

"See? No one would see. But um, you know, you didn't get to cum either. I could, if you want, help with that. As much as I'd like to feel my cock glide into your pussy I could do without it and just make sure you came."

_Oh please call my bluff!_

Mike scooted closer, his hand moving upwards. He could feel the heat radiating from her core and let his fingers just barely brush over her wet folds. He didn't say anything when he noticed Max spread her legs for him a little.

"I just need you to tell me that's what you want. What do you want, Max?" His fingers spread her open and he toyed with her inner lips and her clit. "Just tell me. Time is wasting."

"Ugh, fine!"

She deliberately rolled her eyes, but only to mask the smirk threatening to form on her features. She didn't want Mike to know she was excited about this.

With a firm hand pressed on his shoulder, his back dug into the front seat until his fingers left her pussy. She wasn't really keen on the lack of pleasure previously caused by Mike's ministrations, but she had better plans. If they were going to do something, they might as well go all the way in, Max figured, still not over how his hard cock had felt deep inside her cunt.

"Take them do-" she gestured toward his shorts, but Mike was too eager to wait.

Laughing, Max lowered her upper body and inched in until her mouth was at his dick level. She gripped the base at the same time her tongue swiped over the swollen head repeatedly.

"Gotta get you hard again, Wheeler. You're small even at your hardest, I can't deal with you semi-hard."

Mike knew she was just trying to get under his skin by calling him small. It didn't bother him.

"Yeah. You couldn't wait to get my small dick into your mouth." He pushed her head down more, feeling her tongue on his shaft and feeling how willingly she opened her throat for him. He moved his hips upward and felt the back of her throat with the tip of his cock.

"Your mouth must be tiny then, if my small cock can touch your throat. You're gagging, Max. Don't you want air? You want to keep gagging and gurgling on my small cock? Well don't keep me in your mouth too long," Mike's hand went under her skirt. "There are other places I want to be."

"You're lucky this space is cramped," Max huffed in annoyance as she sat back up and gasped for air after being throat fucked. "Or else you would've become my little slut again."

Smirking, she tossed her skirt in the back seat and climbed on top of Mike. She rubbed her slippery folds over the tip of his cock, spreading her arousal evenly before sinking down on it. They moaned in unison, the pleasure too overwhelming for them both after having to hold back for a while now.

"Making me ride the fucking horsey. What am I, five?"

Her fingers went to his shoulders as she held onto them as her ass dropped over and over again on Mike's bare thighs, the hot summer weather having made them both sweaty and their skin gluing together with every deep thrust.

"But you're good at riding the horsey," Mike exhaled, already breathing hard and sweating. They had both been frustrated so now were fucking at a frenzied pace. Even with the summer heat, the windows fogged up.

"Just fuck me. Just keep impaling your hot pussy on my hard cock. You're gonna shower anyway so I want to leave you as messy with my cum as I like. Make me cum, Max. Make me fill you with it. I want it to be bubbling out of your cunt and dripping down your legs." Mike saw how annoyed her face looked but he also noticed how she grinded herself harder on him and rocked her hips to get him deeper. When he said he wanted it dripping down her legs Mike noticed how she clenched her pussy walls, hugging and massaging his shaft from inside her.

"Fuck. I feel that and it's so good. You can do that as much as you want."

"Of course...I can. I always get to do what I want."

Clenching her inner walls repeatedly, Max took pride in the grunts and moans that she could draw from Mike. He sounded beyond hot and she pulled back enough to look at him while he kept his eyes closed.

She gawked at his parted mouth and furrowed brows and couldn't hold back from touching his blushed cheeks. He was instantly startled by the sudden gesture, but she was way too turned on to take her hand off him. She kept her fingers there, their lust-filled eyes locking for a few seconds as she continued to ride him before she did the most impulsive thing.

In a moment of pure frenzy, she connected her mouth to Mike's. Having no idea what to expect or if he would return the favor, she decided to take advantage of the situation before it was too late and so she moved her lips over Mike's plush ones, her tongue grazing over his tentatively.

Mike had kissed Max before but ever since his most recent El dream he wanted to try to keep some things sacred. Sure, El was gone, most probably dead, but the dreams gave him enough to keep her in the forefront of his mind always. He was literally fucking another girl, a girl he didn't even _like_, so he felt like he needed at least something to hold back. He needed _something_ that could be special and not be given away like everything else he'd done with Max that he wished had been with El. So Mike pulled back.

"I know, I know. My small dick makes you feel so good you want to kiss me. But um, no. Let's not...kiss. We're just getting each other off. You can bite my neck or whatever but no kissing. I think it best." He continued to move with her but couldn't ignore the way she slowed as he told her he didn't want to be kissed.

"Don't get mad. You're seeing Lucas soon," Mike was doing most of the work now, moving her hips, swirling her in circles on his cock. He knew he'd probably pissed her off but he was close and wanted to finish and she hadn't slapped him and climbed off him so he took that as her wanting him to keep fucking her. "And maybe you'll ride his big black cock. You can be the poster child for racial harmony. You can kiss him and think about sitting on my dick while America celebrated itself. But right now, Max..." Mike's hand trailed down, joining his cock at her pussy. He knew exactly how to touch her clit. "Right now let's make some fireworks of our own."

_Right. What was I thinking?_ Max thought to herself. It was embarrassing to be rejected, but she wasn't going to let her pitiful feelings show.

"I'll definitely...ride that big black cock tonight. At least I'll get to be with someone...who knows how to fuck. And I definitely won't be thinking...of _you_," she panted on top of Mike, her eyes adamant as to not meet his. She felt so humiliated that even looking at Mike for the time being was too much to handle.

And so she lowered her head until her face was burrowed into his shoulder, her ragged breaths reverberating over his body as their thrusts met halfway and his balls slapped over her ass with every powerful drop of her hips on his legs. And while making sure that her pussy was swallowing Mike's hard cock whole, an idea popped into Max's mind.

"Explain _this_ to your mom, nerd," she snarled before her teeth dug into his neck. She alternated between biting and sucking on the sensitive flesh, tasting salt on her tongue as she rode him with a raving madness. There was no turning back until she left a mark.

"Ow! Fuck, Max! What if I did that to you?" Mike had no intention of leaving any marks on her but she didn't have to know that. He pretended to attempt to do the same to her, all the while Max's pussy slapping onto his thighs as her pace increased. Mike knew what she was chasing. He leaned forward and let his lips touch her neck, almost barely. He heard her breath hitch, even with their already labored breathing. Mike smiled and did it more forcefully. He wasn't sucking, mostly using his lips, but he would let his teeth scrape her skin just to make her think he was serious.

"Good luck with your big black cock when he sees your neck. He's gonna know you had another dick in you today." They were speeding up, moaning, both of them so close. "I'm stretching you out, Max. You might not be as tight for him in another hour. Might have to let him assfuck you again to cover up. But hey, we both know how well you can take it in the ass. Your ass was made to take cock. I'm sure you'll think of something." He went back to her neck. He did suck this time but not hard enough to leave any evidence. Mike needed more so he pushed her over so that she was lying across the bench seat of his mother's car and hovered above her.

"Idiot...don't-" Max begged, but she did nothing to remove Mike away from her neck. If anything, she tilted her head to give him better access to her pulsing juncture. Lucas seeing the mark would be the death of her, but she was putty in Mike's hands and willing to do anything for him, so she went along with having her neck sucked.

"He's gonna fucking notice if you don't stop. Both of us with hickeys, you dumb...fuck."

Sighing, she finally gathered the strength to tug at Mike's hair and remove his lips from the abused area. They looked at each other, Mike's cock only rubbing over her slit, but Max was impatient enough to grab the base and shove his hard rod inside her sodden hole. Mike didn't hesitate to pound her until she hit the car door a few times.

"You'd better be sure that you didn't mark me. Or else you'll get your, oh, fuck...your...ass kicked. And you know it wouldn't be by me."

Mike knew she was just talking now. He had her so close to cumming that she was just saying anything that crossed her mind.

"I'm not stupid. Do you really think I'd leave some sort of mark? I might as well say _hey, Lucas! I'm fucking your girlfriend. She can't seem to stay off my dick. She makes fun of it but she keeps coming back for more. _Emphasis on _coming_. I can be discreet." Mike could feel his balls clenching, his muscles tightening. He was going to blow any second.

"I'm gonna fill you with cum. Any last snide remarks before you cum all over my cock? I know you're about to. I can feel you from the inside, Max."

"Yeah...you're a, ahhh, fucking...stupid...nerd, fuck, don't stop-"

Mike obliged her rambled plea and thrusted viciously until she came undone, her nails digging into his flexed biceps as she orgasmed so hard she screamed.

He followed right after, his cum shooting deep inside of her as he propped himself on his elbows and had his cock pushed as far as it could get.

If he was honest with himself, Mike kind of liked it when she was all pissy and mad when he made her climax. He liked how cutting her remarks would be but then quickly be followed by pleas for him not to stop. It turned him on that even when she was pissed she wanted his cock to make her cum.

"Yeah, I'm a nerd who can make you scream. Like now. Oh fuck!" Mike drove into her, so deep, and shot his load as far into her as possible. His whole body was tingling and he kept cumming for almost half a minute. Then he collapsed onto her. He felt better, exhausted but less grumpy. His cock was still inside her and they seemed to both notice at the same time.

"Uh, yeah. I'm getting up." Mike pulled out of her slowly, hoping to not let too much semen escape. He had been serious when he said he wanted it dripping down her legs.

"Yeah, you'd better," Max warned weakly at the same time.

She was exhausted beyond words and didn't really mind Mike resting inside of her, but she knew how wrong that would be. It was supposed to be something special and intimate, something only she and Lucas were supposed to do or even Mike and his stupid dead girlfriend when he was dreaming about her, Max thought.

While reaching for her skirt and panties that had been previously thrown on the back seat, Mike took a glance at her exposed ass and sprawled legs and he could already see his own semen dripping down her inner thighs. He didn't even have time to wipe the triumphant smirk off his face before Max turned around and caught him.

"What?"

She was fumbling with her clothes, pulling her skirt back on when her fingers grazed over something slimy.

"Oh, man..." Even though she was whining, Max barely managed to not lick her fingers clean. Instead, she wiped the semen on Mrs. Wheeler's bench seat. _That should teach him for not wanting to kiss me_.

**A/N: So chapter 14 is almost finished. It's one I had to add, along with 15. I'll be posting them close together because 14 ends on a bit of a cliffhanger and I hate that so I'll make sure 15 is ready to go before I post 14. Thanks for reading, for waiting so long for me to update again, for any kind words. I appreciate it more than you know.**


	14. Chapter 14

**A NOTE: I started this account for smut and sometimes the stories are deeper. I don't know why people complain about free stuff on the Internet. If you don't like it, don't read it or write your own. I do not write for anonymous guests to whom I can't even reply. I'm looking in ffdotnet's general direction.**

**Okay! So this chapter is a little short but it's important (Imo). Chapter 15 is all outlined and I'll have it up by Friday at the latest. I'm sorry this one ends like it does but I'll make it worth the short wait. **

* * *

One Monday in mid-August, Will Byers awoke late in the morning. He'd been planning to sleep as long as he could, since in a few more weeks he'd be starting his senior year in high school and wanted to take advantage of his remaining time off. He didn't get to sleep as late as he wanted though, because what had awakened him was the sound of arguing coming from the kitchen. Will quietly got out of bed and crept down the hallway, making sure to keep himself hidden.

"All this time?!" Will's mother was saying, using the tone she reserved for her more anxious episodes. "Even _I _relaxed after a while. You just kept her hidden? How could you?!"

Will was intrigued. He heard a man's gruff sigh.

"It was too dangerous," Will heard him say.

_Chief Hopper. _

Sometimes his mother would have lunch with the police chief and he'd drop her back at her house afterwards on his way to work. They'd been friends since their high school days.

"So you keep her locked away in a damn cabin in the woods while the world goes on without her? How is that fair? She was robbed of her childhood and you went ahead and took away her teen years too," Will heard her say. "Is she even allowed to go out on the porch? Do you let her occasionally open a window? God, Hop, I can't believe this. Do you plan to keep her locked away forever?"

Will heard Hopper speak next.

"I…I don't know. She keeps the door locked and we have a secret knock so she'll know it's me." Will heard Hopper demonstrate on the kitchen table. He memorized the sequence. "It's just too dangerous."

"Dangerous for whom? She can very much take care of herself. I think it's just too dangerous for _you_. First you lose your daughter, then your marriage falls apart. You found a special kid and what did you do? You hid her away from the world. I think I'm gonna be sick…"

"Joyce, what was I supposed to do? I mean, the lab-"

"The lab has been closed for years, Jim. Kids grow up. They leave. It's hard but it's what happens. You can't take any more time away from her." Will heard his mother's voice tremble slightly.

At that point, Will entered the kitchen. Chief Hopper was sitting at the table and his mother was leaning over the sink with her head in her hands. Hopper regarded him and sighed with a grimace on his face. His mother turned to face him.

"Aw damn," Hopper grunted.

Upon seeing her son, Joyce Byers was determined to do what she could.

"Look at him, Jim. Look at him! Do you remember when we went into the Upside Down to rescue him? Do you remember how _small_ he was? Look at him now. He's a grown man. He'll be going to college soon, Hop. College! All of them will be. If you don't let her have her freedom now, all of her friends will be gone. Do you think they forgot about her?"

Will knew to whom the _her_ in question was referring.

_Eleven._

"And _Mike_! That boy has been a mess for years now. And it's not because he saw a monster. They all saw that. I've known him since they were in kindergarten and he hasn't been the same since 1983. If you don't let her out I'll do it myself." Will watched his mother's arms flailing about like she did when she was excited and angry at the same time.

Hopper hung his head and tapped his foot on the floor.

"They might come back," Hopper countered.

"I think you tell yourself that so you don't feel guilty. She went from a prison of concrete to a prison of sticks. Hop, I know you're trying to protect her. That's what parents do. But at some point you have to let them make their own decisions, make their own mistakes. Doesn't she deserve to live a real life? Eleven helped us find Will. I would have never gotten him back if you hadn't basically traded her for him. And you saw the school after that night. The boys saw her disappear, there was destruction everywhere. The government people certainly didn't find her when they were looking for her. Now the lab is no more and it's been years. _Years_, Hop!"

_So it _is_ Eleven_, Will thought.

"Eleven is…alive?" Will asked, knowing it to be the case but wanting confirmation for himself.

Will's mom nodded at him. She was still teary-eyed but she was smiling.

"You've got to let her go, Hop. She'll come back to you. She'll still need you even if she gets to leave the cabin and have friends. She'll still need you even if she gets to live a normal life." She placed her hand on Hopper's shoulder.

"I'm working all week," Hopper said, clearly defeated. Will knew that if anyone could make Chief Jim Hopper do something he didn't want to do, Joyce Byers was that person. "I'll be at the station for the rest of today and tonight, won't get a day off until Wednesday. Can it wait until then? Will that work for you? Will you give me a couple of days to get her ready?" He asked. "And kid, don't tell your friends, okay? Not just yet." Hopper's hand went to his face, pinching the bridge of his nose as he sighed and frowned.

"I won't tell them," Will replied, thinking to himself that while he wouldn't tell _them_, he was never asked to not _show_ them something. At least one of them anyway.

* * *

It was still early afternoon when Will arrived at Mike's house. He had promised to keep Hopper's secret from the Party for a couple more days, at least until the Chief's long shifts were over. He'd promised to keep the secret from _the Party_, not from Mike. But first Will had another matter to settle.

As usual, Will found Mike in his basement.

Mike could see that something was on Will's mind. Will was normally serious, but Mike thought his face looked sterner than he'd ever seen.

"What's up?" Mike asked.

Will sat down on the sofa next to Mike. He turned to face him.

"We need to talk. I've gone over it and over it, doubting myself but knowing I was right. I should have done this earlier but I definitely need to do it now. Fourth of July…Mike, I know what was going on," Will stated.

Mike gulped. Will continued.

"I mean, please tell me I'm wrong. Please tell me there's nothing going on between you and Max. You're not that guy," Will pleaded.

Mike sighed.

_Why do I feel relieved though?_

"You're not wrong," Mike said softly. "But it's not like you think. I don't have feelings for her. It's just sex."

"But Lucas…," Will started.

"I _know_. But it's like…like she doesn't get something she needs from him. She likes," Mike stopped himself, not sure if he should be giving too much information.

_It's Will. Will the Wise. He's probably the _only_ person I could tell._

"I don't know if it's her childhood or her parents or _what_ it is, but Max likes to be put down, degraded. She likes it when I'm mean or rough. I know it's not healthy. But Will, when it started I was so depressed. I mean, I still am. I miss Eleven so much I honestly think I'm going crazy."

"That doesn't give you free reign to just screw Lucas' girlfriend. Damn, Mike! I can't even believe it. I _wouldn't_ believe it if I hadn't seen it for myself." Will was angry, but beneath it all he was sad. Mike had changed so much since El vanished, and yet, he _hadn't_. He was just a much sadder version of himself. Will felt his anger melt a bit as he looked at his friend. Mike had tears in his eyes.

"When _did_ it start?" Will inquired gently.

"Back in February. She was mocking me and she stuck her hands in my pants. Things kind of escalated from there." Mike hung his head.

Will saw how defeated Mike looked and he didn't think it was because Mike's secret was out. Mike looked as though his best friend had just told him that he was unwanted. Will couldn't help but feel bad for him.

"I'm so not cool with this, but does it take your mind off of El when you're with Max?" Will asked.

"Ugh!" Mike groaned. "That's just it! _It doesn't_! If anything it makes me think of her _more_." Mike ran his hands through his hair frantically. "So I try to be mean like Max wants because I know I'd _never _be that way with El, and then I think how I'll never get the chance to be _any_ way with El and it makes me want to cry. Or I close my eyes and I picture El while I'm fucking Max. But that makes me sad too." Mike's voice was shaking as he spoke of El. Will just listened as the words spilled out.

"I dream about her. Will, they are the most _real_ dreams I've ever had. She even looks like, our age, like she grew up too. It's so weird but I love it so much. I think it's my brain fucking with me. I dream about her and she cries, but we have sex too. It's like my mind is toying with me…like it wants me to think El knows about Max and me. How crazy is that?! I have so much guilt and regret. I keep doing it because it feels good to my body, but my heart… Will, I think my heart will be broken forever. I feel so sad and empty."

Will listened as his friend started to cry.

"I just want…to be somebody else. I don't want to go on like this. And I don't see how I'm not going to just keep feeling worse the older I get. They say time is supposed to make things better but that's not happening for me. I'm so angry. I'm so sad. I don't think I care about anything anymore and that's why I let it go on. I wish I could just disappear."

Will wanted to be angry with Mike for what he'd done behind Lucas' back but he could see how much Mike was hurting. He couldn't believe that in just a couple of days their whole world would change.

"You know you can't keep doing it, right?" Will asked.

"Yeah. I know." Mike wiped tears away with the back of his hand. More still streamed down his face.

"Hey, let's go for a bike ride like when we were kids. The fresh air will make you feel better," Will offered. "And I want to show you something."

* * *

When Will had heard his mother say something about a cabin in the woods, he was pretty sure he knew where that was. He was familiar with the woods. Once his mother had finally allowed him to go places on his own again, which had taken a couple of years, Will spent a lot of time in the woods. He'd go a little further from home each time and he got very good at finding his way back. On one occasion about a year earlier, he'd been in a part of the forest he hadn't yet explored. Something caught his eye as he was walking through the trees. Near the ground was a wire. To Will, it looked like some sort of tripwire. A little beyond that was a small cabin. He'd wondered if he should proceed further, wondered if he should step over the wire and see what was _in_ the cabin, but thinking it over he'd decided that the wire was probably there to protect something. Maybe he should leave it be. After all, he was alone and if it turned out to be something dangerous, he'd definitely be in trouble.

So he hadn't gone any further but Will Byers had an almost photographic memory. And by not saying anything about it to Mike, he thought that if he was wrong he could chalk it up to be just kids stumbling upon something in the woods. _Those damn teenagers_, as the older people put it.

Mike followed Will on his bike. He hadn't ridden his bike much in years, especially since he could drive now. Will was heading in a direction different than where they'd played as kids. They didn't seem to be riding to Mirkwood but they were approaching some forest. Mike had never played in these particular woods, having not had the taste for it after he lost El. Being amongst the trees caused flashes of her face, of finding her in the rain, then of everything else. But today he was with Will and he knew Will was trying to make him feel better. Besides, the boys hadn't found her in _these_ woods. Maybe he could explore a little without breaking down into tears.

"Wow, this is kinda far," Mike said as he pedaled next to Will.

"I know, but we're gonna stash the bikes and walk soon. It'll be like old times," Will said happily.

"So like, hiking too? It's August 15th. It's so freaking hot, man. Is this you punishing me for the Max stuff?" Mike tried to kid but he wasn't really joking.

"I think you punish yourself for that enough. This has nothing to do with Max. Up here," Will pointed to a trail. "Let's leave the bikes here behind these bushes on the other side of the road."

They hid their bikes behind the shrubbery. The area seemed deserted but there was always the chance that someone could come along. Crossing the road, Mike and Will entered the forest and began hiking. As they walked, Mike noticed Will breaking branches in a certain way or placing oddly shaped stones in conspicuous places.

"You know, like leaving a trail of breadcrumbs," Will explained. "Just in case." They walked on.

"So um, at the campout…when Max went to apologize to you after the thing she said about El, did it take so long because you guys were um, _doing_ stuff?" Will asked as they walked.

Mike sighed.

"I was so pissed. I mean, I was _hurt_. I wanted to be alone so I could cry. But then here comes Max, spitting out an apology that I in no way believed. I was so mad I wanted to _make_ her be sorry. How much do you want to know?" Mike asked before going into too much detail.

"You can leave out the gory details. Just tell me how you were feeling."

"She'd done a certain thing with Lucas that she wouldn't let me do, I'm sure if you think hard you can figure it out, and that night when we were in the woods, I told her that if she was _really_ sorry she'd let me do it then. You know?" Mike hoped he did.

"Ah, I think I've got it. Yeah, you don't have to detail that." Will chuckled.

"Anyway, I did that, and I was rough like I know she likes but I was a little rougher than usual. Meaner too. I said a few really hurtful things. And I didn't let her finish. I got what I wanted and then I stopped. She was pissed and frustrated and I felt triumphant if only for a second."

"Uh huh, and that was at the beginning of June. How many times since then?" Will wondered aloud.

"Only twice actually. I started feeling weird, like even _more _like a guilty asshole_._ But the first time after we went camping, I mean, she kinda didn't talk to me for a couple of weeks, but then she came to my house and threw pebbles at my window saying she wanted to talk. I drove us to the quarry because my family was all asleep. I wasn't going to do anything. I even told her that friends don't do that and she shouldn't want me to be like that with her. You know what she did?" Mike looked expectantly at Will.

"What?"

"She licked my neck and cupped my dick in my pants. When I finally gave up and I asked her how she wanted it, because remember, I'm still feeling like a heel for how I acted on the campout, do you know what she said?" Mike sounded incredulous as he asked.

"I really have no idea."

"She wanted me to fuck her ass. Will, my God! So I know the thing on the camping trip didn't break her or anything. She _wanted_ me to do it! But I was nicer that time and I let her have what she wanted. You know, she got to cum."

Will had prepared himself for such information when he'd started the conversation down this path so he was able to hold in his groan of discomfort at hearing sexual details about his friends.

"And so just once more? Fourth of July?" Will remembered sitting on the tailgate of the pickup truck and the very strange horsey ride he'd witnessed between them.

"Yeah. I'd been doing so well, hadn't done anything with her since like the third week of June when she threw the pebbles at my window. But sitting there, our legs touched and she was being snarky like always and then she said something that made me sad, something that reminded me of El, and I pulled away. The next thing I knew she was dragging my hand under her skirt and making me touch her. The horsey thing was just an opportunity I couldn't pass up. I didn't know you saw." Mike felt a little ashamed, all that time thinking how sneaky he was being when in fact Will had caught on and knew.

"Thanks for not saying anything, man."

"I actually tried to. I had Dustin check on you, remember? He said Max felt hot and asked her if she really was sick. I remember she seemed angry and slid back onto the tailgate," Will recalled.

"Yeah. I haven't been with her since that night, and I think now that I know you know, it'll be easier to end it."

Ahead of them was a small clearing and then another set of trees.

"Okay, right up here by the tree line be careful. Look down and look for the wire," Will explained to Mike. The two of them walked slowly with their heads down, searching for the wire. Once they found it they carefully stepped over it. About thirty yards away was a small cabin.

"What's this?" Mike asked.

"Come on," Will pulled Mike along toward the cabin. They came within about ten feet of the porch and Will stopped Mike.

"Go knock on the door," Will said solemnly. "Do it like this," Will explained as he demonstrated on a tree. "_Knock knock_, pause, _knock_, then pause again, then _knock knock knock_. Go do it." Will encouraged Mike, hanging back.

Mike was unsure. If it had been Dustin or Lucas, or even Max for that matter, he would have assumed this was some sort of prank. He'd have assumed he'd knock on the door and be met with a rifle in his face. But this was _Will_ and Will wasn't the pranking type. Will seemed serious about this. So Mike pensively and tentatively climbed the porch steps, making sure to be as light-footed as possible.

He looked back at Will before he knocked. Will nodded in agreement.

Mike didn't know why he was so nervous. He felt his palms get sweaty and it wasn't from the August heat.

He lifted his fist and knocked.

_Knock knock_

_Knock_

_Knock knock knock_

After a couple of seconds Mike heard the sound of deadbolts being thrown open. Then the door itself opened.

He couldn't speak. Standing before him was the girl he dreamed of, the girl he mourned, the girl he always had and always would love.

"Mike," El breathed, like saying his name gave her life. Her eyes were already full of tears as she threw herself into his arms.

Will watched from a distance as Eleven jumped into Mike's arms. He saw Mike catch her and bury his face in her hair. Will smiled and quietly walked away. He knew he'd meet Eleven soon. Maybe Chief Hopper had taken away a lot of El's time by being scared and selfish but Will could at least give her this. Mike had been cheated too. Will the Wise put everything back into its proper place.

**A/N: Gah! But you know, I had to make it soap opera-y. **


	15. Chapter 15

**It seems crazy, since this account is really only for smut, but I feel I should warn that this chapter is all smut. I mean, a little fluff because of who it is, but that's what the Magladin account mainly is. So just letting you know.**

* * *

When El heard the secret knock, she assumed Hopper had forgotten something. She never expected to open the door and see the person she cared about most in the world standing on the porch. Her eyes immediately welled up with tears and her lower lip trembled.

"Mike," she managed to breathe out before she jumped into him. She threw her arms around his neck, letting her fingers plunge into his shaggy locks as her legs encircled his waist.

All Mike could do was hold her. For the first few seconds he couldn't speak. Tears were streaming down his cheeks and as he buried his face in her hair he inhaled, being rewarded with the scent of peaches. Finally he was able to pull himself together enough to talk to her. He wasn't sure how he'd kept from falling because he'd definitely felt his knees buckle but it was from disbelief and not from Eleven jumping into his arms.

"El? You're alive? You're _alive_. Why didn't you tell me?" He asked anxiously, still holding her tightly, not quite able to set her down on her feet just yet.

"Come inside. Too hot out here," El murmured with her face pushed against Mike's neck, not wanting to pull away.

Mike carried her back into the cabin. Still not wanting to let her go, he sat down on the sofa with El straddling his lap. They gazed at each other, both studying the way they'd grown into themselves.

What Mike noticed first was that he'd seen this particular version of El so many times in his dreams.

"You look the same as in my dreams," he said without realizing that he was even speaking.

El looked down. She was a little afraid to tell him. Instead, she told him about why she'd been sequestered for so long.

"Hop found me. But it's too dangerous for me to let anyone know. I've missed you _so much. _The others too, but especially _you." _El felt Mike's hands cover hers.

"Chief Hopper? You've been living out here with him for all this time?"

El nodded.

"When I woke up, after the Demogorgon, I was in the Upside Down. I called for you. I called for you so much my voice stopped working. Then I saw lights coming from the other side of the wall. There was still an opening, but it was starting to close. Like…like a wound healing quickly. I got out but there were so many Bad Men that I hid. In the woods. I hid there for a while. It snowed. I found a wooden box and sometimes it would have food in it. I'd take the food, and someone would put more in the box. One day I hid to watch. It was Hopper. I was tired of being cold and in the dark at night. I followed him and let him see me. He brought me here and this is where I've been since then. Mike," El started to cry softly. "I thought I'd never see you again."

"I thought that too. But look at us…we're here together. I could never give up on you."

El couldn't unlock her eyes from his. The electricity between them was palpable. She couldn't hold back any longer. El leaned forward and kissed Mike. She'd learned a lot from her soap operas and also from visiting Mike in the void, but feeling the real thing was a million times better.

Mike kissed her back, noting how similar it felt to making out with her in his dreams. But this kiss was rawer, needier. He needed it too. He tried to kiss her gently but El was beginning to get more aggressive, moving to his neck, her hands roaming everywhere. Mike started to cry again.

"What's wrong?" El asked, clearly concerned. "Isn't this what you like?"

"What do you mean?" He held her still, stopping the kiss but keeping her close.

El sighed.

"I…Mike, I got better. At using the void. I'm a lot stronger now. Those dreams you had? That was me visiting you. Those weren't dreams at all. At least, some weren't. I'm sure you did have some dreams that were your own," El admitted.

Mike stared at her slack-jawed.

"So all those times…all the stuff we did, you felt it too?" Mike needed to know.

"It was amazing," El said quietly.

Then Mike remembered the things they'd talked about.

"Wait, you _love _me? You love me too? All those things we said, that was real?" Mike remembered every conversation, good and bad.

"Oh shit. Shit, El…" Fresh tears spilled down his face. El wiped them away.

"I…know about _her_. About Max."

Mike could feel his heart breaking.

"I was just so _angry_ and sad and she kinda started it. I missed you so badly. I could be someone different with her. I'd never treat you the way I treat her. But I only did that because it's what she likes. I'd much rather have _you_, you know? I…she never made me feel like you did. She never made me happy. I'm s-sorry. I'm _s-so sorry_, El. If I'd known you were here, I'd have done anything to get to you. I only love _you_. You're all I ever w-want." Mike's words came stuttering out as he tried to keep from all out bawling.

"Shhh, I know. You told me." El gently caressed Mike's cheek, her thumb wiping away a tear as her hand cradled his head. "You told me when you were making me cum. Remember? It was, what does Lucas say? Oh, right. It was _awesome_." El kissed him again. First she kissed away the remaining tears and then their lips connected softly and sensually.

"I want to do it for _real_," El breathed over Mike's lips.

Mike was suddenly in a quandary. He'd had no idea when he woke up that by late afternoon he'd have El in his lap kissing him. He was not prepared.

"Oh, God I want that too. But I don't have any protection. You know?"

El sat up.

"Protection?"

Mike sighed heavily.

"Like a condom. So you won't get pregnant. I mean, when um, was your last, um, period?" He managed to spit out.

El was thoughtful.

"Come with me," she said, standing up and taking Mike's hand.

Mike followed her into the small bathroom. On the wall was a calendar.

"Hop gets scared of me when I have that so he makes me keep track. I put a green X on the day I start and a red X on the day I stop. It helps him know to not make me mad." El laughed lightly.

Mike regarded the calendar. He was suddenly glad to have an older sister. He discovered he'd soaked up a lot of information just by living with women. He saw a red X drawn on the previous Monday. He flipped the calendar back, looking at previous months and counting in his head. It seemed to be a regular interval.

"So it stopped last Monday?"

"Yes." El looked up at him, her big eyes wide with hope.

"Wanna show me where you sleep?" Mike asked, already leaning in, holding her again close to him.

El smiled warmly and led Mike to her meek little room. She'd never gotten to show _anyone_ her own special space and now she was getting to show the only person she'd ever really wanted to show anyway.

"Hop's working tonight and won't be home until tomorrow night," El stated casually before pressing herself into Mike. They were standing beside her bed. "We don't have to be fast."

"Good," Mike whispered as he began to lift her shirt up.

El ignored any thoughts of embarrassment that skirted across her mind. This wasn't the void; this was _real_ and she could tell by the look on Mike's face that he wasn't seeing anything he didn't like. She allowed him to remove her shirt but then she used her mind to unfasten her bra, noting with amusement the sudden surprise that showed on Mike's face.

They fell together onto her bed. El could feel Mike's erection through his shorts as their bodies rubbed together. She pulled his shirt over his head and felt his warm skin over her own.

"This feels…so nice," she purred as they kissed. She pulled him into her more, loving the feeling of her breasts squishing against his chest.

"Take off the rest," she commanded, though her voice was sweet and shy. Mike complied, removing her shorts before he slowly tugged her panties over her hips. Once he had them at about mid-thigh level, all he could do was drink her in.

"You're even prettier than in my dreams, El. You're like, _perfect. _I just wanna look for a minute." Mike memorized the scene; El lying on her back on her bed with only a light pink pair of cotton panties pushed down to the middle of her thighs. Her hairless slit beckoned with moisture. Mike could see how it glistened. He'd seen her in what he now knew was the void but this was altogether better.

"Take yours off too," El was saying, breaking Mike from the trance he'd fallen into. He'd been mesmerized by her beautiful pink pussy. He dropped his shorts and boxers to the floor.

El watched his erection spring into view. She bit her lip as she saw it in the light of day. It seemed bigger than in the void, definitely redder, and was shiny and leaking at the tip.

Mike climbed on top of her, covering her warm body with his own. He relished in the feeling of having her naked against him. He was afraid to close his eyes, so in fear that this was all some crazy effect of heatstroke or some other injury he surely incurred while walking through the forest.

El could read Mike. She'd always been able to even without being able to actually be with him.

"Mike," El murmured, smiling up at him. "It's okay. I'm real." She ran her fingers through his hair. "This is real."

Mike nuzzled his face into her neck. She smelled like vanilla. Her arms were holding him too and it occurred to him that he'd never felt so safe and intimate. He could feel her wetness against his loins but he wasn't going to do anything fast.

El had some different ideas regarding that though. While she didn't want to worry about being _fast_, she wasn't trying to hold off on anything she wanted. She pushed her hips up in an attempt to get Mike's cock to touch her more.

"Mike, I like when you talk to me. Like in your dreams. Can you do that?" El wiggled underneath him. "But like you talk to _me_, not like…," she stopped, not wanting to say Max's name. "Just talk to me, it makes it better. We can talk about other stuff later." El still had some things to tell him, some regarding Max, but she didn't want the redhead to be part of her reunion with Mike.

Mike understood. He remembered that his dream version of El had known a lot about what he'd done with Max. The dream version of El was hurt that it hadn't been with _her_. Mike vowed to himself that he'd give El anything she wanted for the rest of his life.

"You mean, you want me to tell you how much I want to feel my cock slide into your pussy? You're so wet, El." As he spoke, he dropped his head to her chest and lazily sucked on her left nipple.

"Uh huh," El replied as she watched him. Her other nipple was pert and erect and Mike squeezed it gently.

"But what about other fun stuff? I could lick you all over. I could let you feel my mouth on your hot little lips," to show her he didn't mean her face Mike touched her gently, his hand tickling down her body until his fingers grazed her smooth pussy lips. El shivered.

"We have all night, right?" She asked. "I want to feel you inside me for real. Can we do that first?" El pleaded. She wanted the other stuff too but she was currently so excited for Mike to be inside her she found she couldn't wait.

"We can do anything you want," Mike told her. He ran his hard dick through her slit, quickly drenching it in her juices. He eased himself forward, thinking surely that it would be just like his dreams but better because it was _real_.

El thought the same so when Mike slipped himself inside and she felt sharp pain, she hadn't been ready.

"Ow!" She cried. "M-Mike, it hurts."

Mike pulled out. He'd only gone in probably about three inches but he could see the pain on El's face and how her eyes watered with tears.

"Shit, I'm sorry, El!"

"No, _I_ am. I'm not good at it I guess. This isn't the void." She was on the verge of real tears. "I'll never be able to give you the things you want." El put her hands over her face.

Mike felt like crying himself, not because of this tiny little hiccup, but because El seemed so disappointed in herself.

"Hey," he said as he slid beside her, holding her against him. "It's okay. We'll get there. Don't worry. It's normal, I promise. El, we have the rest of our lives. Now that I know you're here, the Chief can't keep me away from you. I'll never let him." Mike kissed her cheek. "Let's just get comfortable. Cool?" Mike felt her snuggle closely against him, her head in the crook of his neck. From the position he could hold her with one arm and touch her with the other.

"Cool," El sniffled.

Mike traced the curves of her body with his finger.

"You know, you're still really wet," he breathed. Being so close to her, he found that he didn't need to speak loudly. "I have an idea." As he spoke, his hand dipped further until it rested just above her bare slit.

El liked feeling his hand there and she definitely trusted Mike, but she was nervous still. The good feeling outweighed the nerves though.

"What idea?" She asked, spreading her legs a bit to give him more room.

"Even _you_ couldn't get me to leave here tonight." Mike touched her gently, barely letting the tips of his fingers brush over her clit. He'd noticed how it peeked out when he was removing her panties.

"What if…" Mike touched her a bit more. "What if I made you feel really good. I want to see you cum for real. I want to watch your pussy pulse when I finally get you off. Then maybe a little later if you want we can try me inside again."

El pondered.

"You'd do that even though I'm so bad at fucking you?"

"Stop it. Don't ever think anything you do is bad. I think it hurts for all girls at first. Maybe for some it hurts the first several times, I don't know. What I _do_ know is that I love you so fucking much and you could never disappoint me." Mike's fingers teased her lips. He could feel how they were coated in her arousal and he was spreading it everywhere he touched.

"Okay, Mike," El whispered. She was looking down her body at his hand as he teased her.

"Does it feel good when I touch you here?" Mike stroked her clit with his finger, swirling circles around it.

"Uh huh," El answered.

Mike took his hand away. He went back to rubbing her lips, occasionally running his fingers over the smooth flesh of her inner thighs. Then he went back to her clit.

"Does it feel the same as in the void?" He asked.

"Better," El answered honestly.

It went on for almost an hour. Mike would just tease her, alternating between her lips, her clit, and the opening of her tiny hole. He didn't put his fingers inside, he only teased. El made soft sighs and louder moans as Mike excited her more.

"Do you have like, a mirror or something?" Mike asked. "I like holding you like this but I want to see everything too."

El looked across the room at her little dresser. She didn't have a big mirror like some girls on television. The mirror was in the bathroom. She _did_ have a purple hand mirror though.

"I'll get it." With a flick of her head the mirror floated to the bed.

"Fuck, you're so badass," Mike hugged her closer before maneuvering them so that he was sitting up and she was in the V of his legs. "Hold it so we can see. Yeah, just like that. Oh, look at me touching you. Look how wet you are."

El looked into the mirror as she held it and watched Mike's fingers moving over her. She watched him tap the top of her little hole before he'd touch the little lips inside. He was holding her outer lips open with his forefinger and his pinky finger and using the other two fingers on his hand to play with her.

Mike watched too. From her position in front of him he could easily reach her, teasing her and listening to her soft moans.

"You sound so good when you make those noises," he whispered. He'd gone back to lightly circling his finger over her clit. He'd noticed that as he teased her lips El would try to move herself more into him, seeking more of his fingers.

"Mike," El breathed. "Do it more."

"I'm going to. When I do this," Mike rubbed her clit a little more firmly for a few seconds, "and then I take my hand away, look at what happens." He did it again so she'd understand.

El felt a tremendous energy building up but when Mike would stop the feeling would strain and then go away. When she watched him after he explained, she saw her wet pussy throbbing. Mike would make her almost feel the feeling and then his hand would be gone and she could see how her entire cunt seemed to quiver and breathe, pulsing lightly.

"Nnnn," El couldn't stop the moans escaping.

"Look how puffy it's getting, El. I know you want to cum. I know you _need_ to. I'm gonna make it really good. Just a little longer." Mike licked her ear and felt her sink into him more. With his free hand he massaged her breasts. El was writhing.

"Make…make me," El sighed. She could have easily made him do what she wanted but the feeling of Mike being in control of this, of _Mike_ being the one to make it happen, was too delicious to change. She liked being so vulnerable with him. She'd spent so many nights wishing to just be with him and now she was and El couldn't think of anything in the world she'd rather be doing.

"You want to feel it?" Mike asked softly. He was about to get serious with it. No more teasing. The way she was seeking his hand, twisting in his arms, combined with the erotic sounds she was making told him that El was indeed ready to feel some much needed release.

"Pl-please, Mike," she panted, her arm reaching behind her head to hold Mike's closer to hers. She turned her head to look at him.

Mike held her close and looked down at her. Her neck was craned and she looked so lovely, her eyes loving yet pleading, holding his head with one hand and his arm with her other. He could feel her fingernails in his hair scraping gently over his scalp as she wriggled.

"Okay, El. Watch. It's gonna look so good." Both of them watched the mirror as Mike finally started to toy with her earnestly.

El watched his fingers glide over her slick pussy lips before he touched her clit again. The feelings from before resurfaced quickly and she felt like a small explosion was about to happen in her body. It was definitely not a bad feeling but it felt more intense than anything she'd ever experienced in real life.

"So puffy and pink, so clean and wet," Mike whispered as he watched himself. He could feel how much her clilt had swollen from his teasing. He took his hand away one last time.

"El, tell me what you want," Mike instructed. It wasn't at all a command. She'd wanted him to talk to her and hearing her say things back was just as hot for Mike to hear.

"I wanna…please…I need…Mike, make it happen. Make me cum. For real." Watching his hand and seeing how aroused she was caused El's sentence to be disjointed.

Mike saw how she pulsed the last time he took his hand away. Upon hearing her ask him and feeling her muscles tensing, feeling her hands gripping anything on him they could, Mike knew it was time for him to let her have what she so desperately needed.

"Cum for me, El. Watch your pussy." Mike tapped her clit and then pressed more firmly, making sure that his fingers were on either side as well, feeling the whole organ in his hand. He felt a new gush of wetness.

"Oh! Just like…please don't stop this time," El was pleading. Mike had no intention of stopping.

"Fuck, look, El. Look at my fingers touching you. Look how slippery they are. Look at your little clit practically standing up," Mike murmured, himself mesmerized by the sight.

Hearing him softly in her ear and watching him do what he was saying, feeling his teasing, feeling the buildup of something that could only be considered magical, sent El over the edge.

El started to cum. It was forceful and long, exciting waves crashing, her entire inside pulsing with the warm quakes of what Mike had caused.

"I love you, El," Mike said lowly into her ear as she trembled in his arms. He watched the mirror as El came. He could see her pussy pulsations, having taken his hand away at the moment her orgasm struck her. It went on for a while.

When it was finally over, El snuggled into Mike, turning herself so that she could hug him.

"That was so much better than in the void," she said.

"That might have been the hottest thing I've ever seen. It'll _all_ be better, El," Mike said as he held her and ran his fingers through her hair. "Just being here with you, I'm happier than I've been since 1983," Mike admitted.

* * *

They dozed in El's bed for a couple of hours. Mike couldn't let go of her. He was definitely not going to rush her into anything her body wasn't ready for. Just feeling her form against him was enough for Mike.

El, however, had other plans.

The orgasm Mike had given her a little earlier made her feel soft and eager. She knew the things he'd done with Max and while she knew they'd talk about it in depth at some point, she currently just wanted to prove to herself that she could do what Max could do.

So El started to lightly stroke Mike's cock. She felt him harden in her small hand. It was almost instantaneous.

Mike opened his eyes to see El studying his rigid shaft. She seemed to be memorizing every ridge and vein.

"Hi," he said sleepily.

El smiled up at him, his cock still in her hand. She could feel how slick she was already between her legs.

"I want to try again," she stated.

Her determination was touching to Mike.

"El, are you sure? I mean, I can go really slow. No, actually, maybe _you_ can be in charge. If you get on top of me, you'll be able to control how far in I go. If you don't like it, we can stop. I promise it'll be okay." Mike looked at her still stroking him. He ran his fingers through her hair.

"I want to do it," El replied. Her voice was sure, unwavering.

"Come up here," Mike whispered, pulling her onto his chest. El's legs went to either side of his body and he could feel his stomach getting saturated by her arousal as her soft lower lips brushed against him. Mike pulled her down to kiss him.

The kiss quickly deepened. Mike could have been content if all they did was kiss, but it seemed that El wanted more. It dawned on him as they kissed that she hadn't had anything close to real affection. She seemed needy to be held and to be touched, touched _anywhere_. Just to be connected to him in any way she could. Mike at least had his friends, he at least could be hugged or anything else. El had been so alone for all this time. The thought made his chest ache and Mike pulled her tighter against him.

"I really missed you, El," he whispered, their faces so close together.

"I missed you too. So much." El kissed him again.

Having him hold her and kiss her was enough to make her feel happy, but El wanted to do more. She knew that Max had her issues, and she'd talk to Mike about that later, but she also knew that Max was good at sex. Good at _fucking_. El wanted to be good too and she knew she couldn't do that if she couldn't even take Mike's cock inside her.

"How do I?" El started, sliding backwards until she could feel Mike's dick run along the length of her slit.

Mike felt her folds envelop him.

"That feels really good, El. But you wanna know how to put it in?" He asked. El nodded. "Why don't you do what you're doing now…yeah, slide on it like that. See how when you slide it touches you where my fingers did? At the top. Do that for a little bit. See what happens." Mike felt her slipping over him. Her lower lips were soft and smooth, so slick with her own juices, and to Mike it felt amazing for her to just be doing that.

El liked how it felt too. As she stroked Mike's cock with her wet pussy lips, the feeling of needing _more _started to become stronger. She could feel herself wanting it more as she slipped and slid. With every pass she got more into it, rolling her hips and grinding against Mike.

The sight of El rocking herself on him, of his cock appearing and disappearing from between her legs as she moved on him, emblazoned itself on Mike's brain. Hearing her breathing increase, feeling her hands grip his chest, biting her lip as she moved, it was all just so sexy.

"Mike, I want to put it in," El said quietly as she continued to move on him.

"Raise yourself up just a little," he explained. El lifted her pelvis from his and Mike held his hard cock at its base. "Now lower yourself down onto it. You can go as slow as you want and if it hurts you can stop."

El wasn't going to stop, even if it _did_ hurt.

She felt the tip of Mike's dick touch her opening. She pressed a little more and felt it squeeze inside. El held herself in the position for a few seconds to accommodate. It wasn't hurting like it had earlier, she noticed, so she took a little more in.

"It's…going. I'm doing it," El said as she took a little more. She'd stop every few seconds to get used to the new sensation.

"Yeah you are," Mike watched her. She was about to have as much inside her as he'd been able to get in before. "Careful, you're about to be where it hurt earlier," he warned. "Just relax."

El was determined to cross this threshold. Her eyebrows furrowed as she pushed herself down more. Mike massaged her breasts and her thighs as she worked to get him inside her. His hands running over her body felt nice. El felt herself relaxing.

Mike watched her taking his cock. The feeling of her going so slowly only made it hotter, the anticipation of being completely inside her being almost as good as feeling her doing it.

"Oh, fuck, El. Look, I'm inside you now. All the way." Mike was in amazement. Having El sitting atop him with his dick buried fully inside her and seeing her grinding down on it still, was utterly astonishing. "Does it hurt?"

El shook her head. "No, not now. At first when I," she suddenly remembered that talking about what she was doing made it better. "At first when I felt your big dick squeeze inside, it was like, _tight_. But it doesn't hurt now. I think sliding on you made it better. It made me so…wet…that…your dick…just went in." She emphasized her words with her thrusts. El rocked herself harder on Mike.

"We're doing it for real, El. You're fucking me. Is this what you wanted?" Mike asked as his hands touched her everywhere he could reach and he watched her fuck him.

"Yes. Am I doing it right?" El asked softly.

"You're doing it perfectly, El. You feel so fucking tight. I thought my dreams were good but this…fuck! This is like, exquisite. So good. You're so good at everything you do," Mike said in all honestly.

"I want…to do it all the ways," El breathed. Riding Mike was getting to her. As she watched his expressions, how she was making him feel written all over his face, she thought about all the things they'd done in the void. "I want to…lick you. You lick me. I want the stuff we did in your dreams." El could feel the strange buildup feeling starting again.

Mike liked hearing her tell him what she wanted.

"We will. We'll do it all. I'm not gonna let you go. I can't lose you again." Mike moved his hands to her hips, holding them as she fucked him. He didn't do anything rough, not with El. He let her do what she needed to do.

"Will you let me feel you cum? For real?" El asked meekly.

Since Mike had been so turned on earlier when he'd edged El until she couldn't take it anymore, he knew that now that he was getting to feel her he'd be cumming soon. He knew it was going to be hard and probably a lot.

"You want me to cum?" He asked her. "You want to feel it inside you?"

El rocked even harder and faster.

"Uh huh. I want to f-feel it." El was rubbing her own breasts. She liked how Mike's hands felt on her hips as she moved her pussy over his dick, as she stroked it with her cunt. Thinking the words made it better. Her rhythm increased even more.

"Mike," El panted, "I'm…don't stop."

Mike grinned.

"You're the one doing it, El. Use my cock to feel good. You're close aren't you? _You_ don't stop. Get what you want."

El's legs gripped Mike's hips tighter as she rode him faster. Mike could tell that she was merely seconds away from climax.

"Need to…I'm gonna…oh, Mike, you're _inside_ me. Feels…so good," El babbled. She looked down and saw her hips moving lewdly before she looked into Mike's eyes. She could feel his fingers on her ass as he held her. "Need your cock…making me cum," she cried as she rode even faster. "Hhhhhhhnnnnn, Mike!" El felt her insides churning. She felt Mike's cock in her and how her pussy was squeezing it tightly, throbbing around it as she was overtaken by her orgasm.

It was then that Mike let himself cum. He'd been holding back, wanting to make sure El got what she wanted. Feeling her quake around him, the rhythmic pulses as she came on him, caused his own orgasm to thunder into her.

"Fuuuuck, El. I'm cumming too. Inside you, just like you…oh, God…wanted." He could feel the spurts jetting out of his cock. "So hard. You're so _good_."

Feeling him inside her as he came was indescribable to El. She felt so connected to him. She collapsed onto his chest, still feeling her own waves. Mike held her. He'd never felt so close to anyone.

* * *

The sun was beyond having set and after the emotional day they both had, Mike and El were exhausted. They fell asleep cuddled together.

When they awoke it was still dark out but Mike knew it had to be close to morning. They talked quietly. In El's bed, their limbs entwined.

"How did you find me?" El asked.

"You know, it's the weirdest thing. Will brought me out here. I think somehow…somehow he knew. And if _he _knows, there's no reason for you to stay hidden. El, the lab closed a long time ago. It's just a building now."

El thought about what Mike said. It angered her.

"Then why did he hide me away?" She asked, though more to herself than to Mike. "Why did he keep me from you, from _everything_, for so long? What did I do wrong?" She was starting to become upset. All this time she'd thought that Hopper was protecting her and that _she_ was protecting Mike by staying hidden. It had all been a lie.

"You didn't do anything wrong. And now that I know you're here, I'm never gonna let anyone keep me from you again." Mike rested his chin on her head as she cuddled into his chest.

El was quiet for a bit.

"Mike?" Her voice was small. "I…I saw some other things in the void too."

It pained her to bring it up but she knew she had to. Friends don't lie. She had to tell him everything.

"I saw you…with _her_. And sometimes…I'd visit just her. I wanted to know more about her. She's…sad. I know sad. But she's a different sad. I'm lonely. She's just…I don't know. I don't think she ever had a Mike. Like, someone who made her feel like she was worth something." El was afraid she was painting Max in too good of a light, but she really did feel for the girl. She didn't want her to take Mike away from her but she did empathize with never having love reciprocated. .

"I'm sorry you saw that, El. I'm sorry I _did_ that. Max is…I'm not sure how to put it. I mean, she's part of the group but I was always afraid they wanted to replace you with her. I don't think they actually _did_, but that's how I felt. I was always annoyed by her. And I think she thought it was fun to annoy me. I mean, the only reason anything ever happened was because she was mocking me."

"I know," El said softly from Mike's chest.

"Damn. You saw that too?"

"I had to take some breaks from seeing you sometimes. It hurt too much to watch. But then, after I got more used to it and after I'd visit you when you thought you were dreaming…," El's voice trailed off as she recalled her sad Mike crying and begging her not to leave. "You'd be so sad and you told me how much you loved me and you needed me. So after that, I sometimes watched. I sometimes, um, _liked_ it." El's admission caused her to hide her face, pressing it into Mike's warm chest.

"You _watched_?" Mike asked incredulously. He pictured El watching what he did with Max. She'd said she sometimes _liked_ it. The thought of her watching them, maybe touching herself, inspecting from every angle, made him hard. Not because of anything pertaining to Max, but because the idea of El studying them and then feeling the need to touch herself to get some relief from being aroused. It turned him on with intensity.

"I…yeah," El moved her leg over Mike's torso. The sun was only beginning to show itself through the forest. "She's um, _pretty._"

Mike pulled her onto him the rest of the way. He held her head in his hands as he looked into her eyes.

"But not as pretty as _you_. Not as _anything_ as you. I promise."

El smiled. She wasn't sure she believed that but she knew _Mike_ believed it so that was all she really needed.

"Do you think she'll want to be friends?" El knew Max was officially part of the group. She didn't like it that the girl had gotten to do so much with Mike that El herself had missed out on, but she wanted to be included. She didn't want anyone to suffer anymore. Already she was envisioning meeting Max. El wanted to know why she was the way she was but she knew she'd have to start small. But that was something to think about another day.

"She'd be crazy not to want to be your friend," Mike noted. "You are the _best_."

El smiled and nuzzled into his neck.

"Stay? Just a little longer?" She asked sweetly.

"Anything you want. El, I'm not going to let him keep you away from us anymore. Away from _me. _But I want to talk to the guys. So just let me know when to leave today so Hopper doesn't see me and we'll figure out what to do. The _Party_." Mike traced circles on the soft skin of her back as he spoke to her. "You have me for forever."

"Good," El smiled, though this time it had a glint of mischief. "Let's stay here until you have to leave. Without clothes. Let's play and make each other feel good again."

Mike had never heard a better idea.

**A/N: A lot will take place in chapter 16. Reunions, normalcy, conversations, and probably some jealously near the end of it. It spans the next month in their lives. I'm hoping to get it written this weekend. No more social distancing for Eleven. **


	16. Chapter 16

**As I've said previously, this story was written a while back but wasn't finished. We were always going to go back and add stuff in. Having to do it alone has turned out to be harder than I'd anticipated. This chapter, along with the two previous ones I've posted, were all created solely by me and I can only hope I'm not ruining the story. Fitting new stuff with finished pieces is tricky.**

* * *

The following days were a whirlwind for everyone. Mike tore himself away from El just in time to not be seen by Hopper and went straight to Will's house where upon questioning Will he found out about the entire conversation between Joyce Byers and Chief Hopper, how _angry_ Joyce had been over the situation, and how Hopper had conceded to change the way he and El had been living since the winter of 1983.

And two days later, Mike found himself with his friends sitting around Will's living room, waiting for something only he and Will knew about. He was beyond anxious.

"Hey," Dustin asked, "where's Max?"

Lucas scoffed.

"Shit. I forgot to tell her. She's being weird anyway. Man, why are girls so _moody_ all the time?"

Mike heard him but he couldn't bring himself to worry about the comment. The moment was interrupted by the sounds of tires on the gravel and a minute later, Eleven walked through the door.

The boys were stunned. The person in front of them was no longer a small, shy girl with a buzz cut. This was a grown woman, though still on the small side. Her hair had grown to a bit past her shoulders and she walked with a grace and dignity they'd not seen before.

"Holy shit," Dustin uttered.

Mike and Will had known what was going to happen but still found the situation surprising.

"Eleven," Mike breathed, pulling her into his arms. He held her for what seemed like eternity, as If letting go might make it all become a dream that would fade.

"Mike," El said, knowing already that he was feeling like she'd disappear. She kissed him. "This is real," she whispered. She smiled at him and he relaxed his grip a bit.

Of course the questions came at an alarming rate. Lucas and Dustin talked over one another so much that Hopper had to step in.

"Enough!" Hopper bellowed. "Okay, she's been with me. I had my reasons. Point is, I'm letting her have a real life. I think it's safe. But you guys," he looked at the boys, "you need to know that if anyone asks, she's _my niece_ and don't give any information that isn't absolutely necessary." Hopper sighed and headed into the kitchen.

El finally met Will. As it turned out, they got along really well. Will watched the same soap opera that El loved and they bonded over that. She found that Dustin and Lucas, while both taller, were basically the same as when she'd known them in the past. She noted that Max was not in attendance but she didn't dwell on it, not being ready yet to face that situation head on.

In fact, for almost two weeks after being reunited with her friends, El still hadn't met Max. The boys took her for ice cream, they went to a movie together, Mike drove the five of them around town and they'd stop any time they saw something they wanted to share with El. They visited the quarry, which sparked strong memories for El and once again they all hugged. But still, no Max.

After some rather strong gentle nagging from Joyce, Hopper relented and moved into a small house near the Byers'. She'd combed the entire town of Hawkins, pouring over newspaper listings before heading out in her car to see for herself. Hopper couldn't say no, especially when Joyce pointed out how close they'd be to her and how she could help keep an eye on El when Hopper was at work. El had watched the back and forth intently, hoping with everything she had that Hopper would say yes. He finally agreed. El was going to get to live in a real house and have a real bedroom.

El had been living in her new house for only a day when she finally met Max. She had gone into town with Mike and Dustin to find a bath mat she liked when they ran into the redhead while walking along the sidewalk.

"Hey! There's Max!" Dustin called, waving to his friend with a silly smile on his face.

El tensed, gripping Mike's hand tighter, but she knew she was going to have to meet Max eventually. Besides, she still felt hopeful about being friends someday.

Dustin tugged Mike's sleeve, pulling him along and crossing the street to talk to Max. Mike knew it would happen sooner or later. He just hoped it would go smoothly.

"Hey, Max! This is El! She's back!" Dustin said excitedly.

Max and El regarded each other. While Dustin might be oblivious, Mike could certainly tell that there was friction.

"Um, hi," El said, surprised herself at how meek she sounded. Max was much prettier in real life than in the void.

Max hadn't expected what was happening. Lucas had finally mentioned to her that El was back but it hadn't seemed real to Max until the girl was standing in front of her. El was supposed to be _dead_. Nothing was supposed to end her thing with Mike unless _she_ wanted it to and now clearly everything was going to change. There was no way it couldn't. Her mouth was suddenly dry and she felt panicky. And this girl…she'd _seen_ her somewhere before. Max couldn't place her though. Her annoyance kicked in, shielding her from her grief.

"Oh? Hey. I guess the stories really are true then. Just like a comic book. An orphan, super powers, and then back from the dead. What color is your cape?" Max tried to make her words sound regular but even _she_ could hear her venomous tone. She was a little embarrassed by it but she couldn't let it show.

El frowned.

"I don't need a cape," El said quietly.

Max scoffed. She couldn't help it.

"Right. You're perfect just the way you are." She rolled her eyes.

"Come on, El," Mike said as he glared at Max. "Max clearly forgot to take her _don't be a bitch_ pill this morning."

It was a comment she'd heard many times before but somehow, hearing Mike say it now while he was defending this girl who Max felt was taking everything from her, this girl who was so effortlessly beautiful and a _superhero_, caused Max's heart to break.

"Nice to meet you," Max whispered and then hurried away. At the corner she looked back to see the three teens walking away from her down the sidewalk. Max wished El really was dead. She wished she hadn't gone to town that day. Mostly, Max just wished she could _be_ El. Her life would be so much better.

El was quiet in the store, choosing the first pink bath mat she saw. She was quiet on the way home, walking with Mike after Dustin went another direction to his own house. Max had been _mean_ to her, but she could also tell that Max had been _surprised_ and maybe even _hurt._

They found the house empty when they returned. Hopper had an afternoon shift and wouldn't be home until late that night.

Mike could see that El was upset.

"I'm sorry she was like that. She's always saying dumb things, you know?" He pulled her to the sofa and held her against him.

"Max doesn't love Lucas," El stated quietly. Mike's hand in her hair made her feel fuzzy inside. "Mike, I…I'd sometimes visit her like I visited you. You know, I'd let her see me. She thought she was dreaming. I wanted to know why she likes what she likes."

Mike tried not to picture what he was picturing. To him, seeing El in the void always led to sex, and thinking about El and Max wasn't something he should be doing. He found it to be difficult though.

"Um, did you figure it out?" He asked.

"Not really. But I know that she's afraid to break up with him because then she won't have anyone. She doesn't think you guys will still care about her. She doesn't think _anyone_ cares about her. It makes me sad."

Mike listened as El continued.

"But then I also get sad because I think of all the things she got to do with you. You did everything with _her _first. It's not your fault because I was gone but I still won't ever be able to be your first anything." El buried her head in Mike's chest."

Mike felt a rush of sadness and guilt sweep over him. He only wanted to fix everything. He lifted her chin to look at him.

"You were my first kiss. And you're my first _love_. Fuck, my _only_ love." As he was speaking, Mike suddenly had an idea.

"There's something I never did with Max," he smiled. "Where do you keep the towels?"

El was intrigued.

"In the bathroom. Why?"

Mike grinned.

"I want to do something to you."

They gathered a couple of towels on their way to El's bedroom. El still had no idea what was going to happen. She watched Mike spread the towels across her bed.

Mike turned to her then, lifting her sundress over her head.

"No bra?" He asked, her pert breasts coming into view as he removed the dress.

"It was a nice day and besides, I don't really need one anyway," El admitted.

Mike ignored her comment. He ran his hands over her smooth skin before he pulled her close to him. He liked holding her that way, feeling her body against his, how she fit perfectly against him, molding into him like a puzzle piece.

"Lie on the towels. Get comfortable," he said softly.

El watched Mike slip her panties down. He did it slowly, which caused her to tingle.

"Are you gonna undress too?" She asked. Mike's fingers rubbed her thighs and her lower stomach, everywhere _except_ where she really wanted them.

"No, this is just for you."

El spread her legs more, silently inviting him to touch her where she wanted.

"Okay, I've never done this before so I hope it works, but even if it doesn't, it'll still feel good. Relax." Mike bent forward and gently licked El's moist lips.

El knew that he'd definitely done that before. She'd seen him do it. With _Max_. But she couldn't deny how good it felt. Even if she could have lied about it, once Mike's tongue parted her labia and dipped inside her, her body would have betrayed her. El was hopelessly turned on.

"You thought I meant _this_?" Mike asked. He could tell by the look on her face that she was confused. He slowly licked again. "I'm just getting you warmed up. This is not what I meant but holy fuck you taste good."

El was very confused but she let Mike do what he wanted. She was curious. She'd seen him do so much. She felt inexperienced compared to him, compared to _Max_, but Mike had said this was something he'd never done and the idea of being Mike's first _anything_ was immensely appealing.

"What…what are you going to do?" El asked.

Mike gave her another teasing lick before he sat up.

"I'm gonna do this," he said. With his right hand he inserted a finger into El.

El looked down to watch. Mike was holding her knee with one hand and slowly inserting his finger into her already aching pussy. His palm was facing up towards the ceiling.

"I'm gonna try to make you squirt. It's like when _I_ cum and you'll actually ejaculate. That's why we needed towels. You know, if I can do it." He slipped one more finger inside.

El could feel him as he moved his fingers. He wasn't jamming them in and he wasn't going very far but the feeling was amazing.

"See, when I touch here," Mike curled his finger as he found the area he'd been searching for, "does it feel different? Better?" He rubbed gently and methodically, not stopping. He could see her outer lips starting to become more swollen.

"Y-yes." El was panting already. Watching Mike fingering her, watching his face, how he'd said it was _just for her_, was tremendously exciting. Feeling his fingers inside her, how gentle he was being and yet still making her feel things she'd never felt, made El feel warm all over.

"Some time when we do this," Mike was saying as he massaged her delicate G spot, "you can rub your clit while my fingers are inside you. That would be hot to watch. But today," Mike moved his hand from her knee and touched El's sensitive little button, "I'm gonna do it for you. You don't have to do _anything_."

The feeling was becoming more intense. El had obviously had orgasms before but this felt like it was leading to something even stronger. Mike didn't stop his movements but he'd changed which fingers he was using, opting to use his middle and ring fingers. They were inserted wholly inside her but still curled. He was touching an area that was making El's toes curl. He'd moved to his knees so he'd have more leverage and could use his forearm.

"If I do it like this," Mike explained as he pumped his forearm. "My hand won't get as tired. I can do this for as long as you want." He could feel the sensitive area inside. He could keep his fingers curled up and touching where he wanted and just use his arm to provide any pressure he needed.

"And inside, I'm doing this," with his free hand Mike demonstrated. "Like, if I was saying _come here_." Mike made the _come hither_ motion with his finger.

El was moaning. She could feel _something _building up.

"M-Mike…"

Mike stopped showing her what his finger inside her was doing and began to rub her clit. El was dripping onto the towels, she was so aroused that her natural lubricant was running down her lips and across her asshole.

"Don't…please don't st-stop," El begged. "I'm gonna cum soon. Touch me. Mike, I'm so cl-close."

"I won't stop. I'm not gonna stop even while you're cumming. I'm not gonna stop even _after_ you cum. You're gonna have to make me." He increased his pace. He could feel her vaginal walls starting to occasionally throb against his fingers. Mike bent forward again, his head hovering just above where his fingers were massaging inside El.

"Wanna lick you while you cum. Cool?" He didn't wait for her reply. He could tell from the noises she was making that El was up for anything. He swirled his tongue over her clit and then used only his lips to gently suck on it.

"Oh, your lip. I l-like that. You're…fuck…li-licking my p-pussy. Mike, I'm gonna... Don't…please… Gonna… Cumming, Mike!" The intensity of her orgasm was shocking. El felt her entire body rippling, pulsing warm heat that radiated from her core.

Mike didn't stop touching her inside. Even as he felt her clench, as he felt her walls shaking and gripping his fingers, he continued to massage her special spot.

El was still cumming but she suddenly felt a strange sensation.

"Mike, I think I need to pee," she said, still breathing heavily and feeling her body shaking.

Mike didn't stop. Instead he went back to licking her clit.

El felt it then. It was a warm, wet sensation that to her felt like a wet orgasm. She didn't know if she was peeing or still cumming or _what_ was happening but she felt embarrassed that Mike was between her legs while it was happening.

It was what Mike had been seeking all along. When El started squirting he felt it hit his chin. He could taste her in his mouth. He would have put his entire mouth over her squirting hole but he wanted to see it too. He leaned back on his knees to watch. A watery substance was shooting from El's pussy, a clear liquid, and Mike watched it gush out. His fingers were still inside, still manipulating her as she gushed.

"Fuuuck, that's what I wanted. That's so goddamned hot," he whispered. Finally El stopped and Mike gently removed his fingers. He massaged her outer lips until she started to giggle.

"I didn't pee?" El asked.

"No, that was _exactly_ what I wanted to happen. That was _amazing_. Did it feel good?" Mike moved up next to her. He was still clothed and El was naked and he liked holding her just after he'd made her climax so hard.

"I'm still shaking. I can still feel it. That was…wow."

Lying naked against Mike made El feel soft. She knew he'd do anything for her. She wasn't sure if it was because she'd just cum so hard that maybe her mind was literally blown or if it was because she was just nice, but at that moment El thought of Max being sad and she wanted to try to help.

"Mike?" El said quietly. Mike was lazily drawing circles on her bare back with his finger. "I think…I think I feel _bad_ for Max. I think if she needs like…what do they call it when something is over and you need to _know_ it's over?"

"You mean _closure_?"

"Yeah. Closure. I think if Max needs closure you should give her that. Even if…even if it means you, um, do it with her one more time."

Mike couldn't believe what he was hearing.

"You don't mean that."

"But I _do_. I've seen you with her lots of times. I've seen her cry by herself. I've watched her parents be mean to her. I think being with you was like…special. Even if it was weird. So I could handle one more time if it meant that everything would be okay. I just don't want anyone to suffer. Feeling all alone is a bad feeling."

"How are you so like…?" Mike asked, stunned.

"Like what?"

"Like how you are? How can you care so much about someone you don't even know?" Mike snuggled into her with utter disbelief at how huge El's heart was despite everything she'd been through and everything she witnessed.

"I don't know. I guess I learned it a long time ago from a boy who found me in the rain."

* * *

A few days later, El was hanging out at Will's house with the boys while Hopper was working. Lucas and Dustin were playing video games in the floor, laughing and pushing each other when one of them was winning.

"Hey, we should have a sleepover in Mike's basement!" Dustin said excitedly. "It'll be way better than when we were little because we won't be scared and El's so much better at talking now." He smiled sincerely.

"Dustin, man," Mike started.

"No, he's right. I _am_ better at talking now," El laughed. She'd envisioned being with her friends again but the actuality of it was better than she'd ever dreamed. Then she frowned. "But um, do you think he'll let me?"

A confident smile erupted across Will's face.

"Don't worry. My mom will make it happen. She can make the Chief do _anything_."

"I'll let Max know," Lucas said. "She's been so pissy lately. She's always mad. I mean, she's _always_ mad but this is like, different. She's kinda getting on my nerves."

El bit her lip and looked at Mike. She wanted to try to be friends but her introduction to Max had been less than stellar. There had definitely been a sense of jealously coming from both of them. El could feel Max's stare burning through the back of her head as they'd walked away and even though she'd wanted to be nice, El could be just as cold. She didn't know what it would be like to have a sleepover with Max included.

Mike could see that El looked worried. He leaned close to whisper to her.

"It'll be okay. I promise." His fingers touched El's and their hands interlocked.

It was decided that they'd have the sleepover the upcoming weekend. El still hadn't been back to Mike's house yet. She hadn't been there since her visits in the void. Luckily, Nancy hadn't yet left for school and Mike promised El that his sister would help his parents understand everything.

While the boys and El were excited to be back together, on the other side of town, Max was feeling very left out. She hadn't known El was alive and back for almost two weeks after her return. It was as though everyone forgot about her. She felt angry, and _sad, _and mostly unwanted. But she also didn't want to be part of anything that El was a part of.

So when Lucas called her to tell her about the sleepover, Max declined.

"What do you mean? You don't want to come?" Lucas asked over the phone.

"I mean I don't really want to come. Mike hates me anyway." She grimaced as she said it. It felt so _true._

"Oh come on. You're being dramatic. We're all gonna be there and El is back so you should come. She's so _cool_. I know you'll like her."

Max could feel her eyes rolling.

"Why didn't we ever have a sleepover in Mike's basement before? It's like she's fucking royalty," Max could feel her voice shaking. "Why would I want to come watch all of you trying to make her laugh and kissing her ass? I can think of lots of other ways to spend my Saturday night." Max tried to breathe, not wanting Lucas to know how very close she was to crying.

"God, Max, why are you such a bit-," Lucas stopped himself, but he knew it was a good as said.

Max steadied herself. She could cry later.

"Because that's all I'm good at apparently." Max hung up the phone. She could already feel the tears as they streamed down her cheeks. They'd left her out for weeks. Mike didn't care. Even _Lucas_ took El's side in the strange unspoken rivalry. Max had never felt so alone.

El was very excited to be going to her first real sleepover. She was excited to be back in Mike's house. In Mike's basement. As promised, Nancy Wheeler had invented an origin story for El that was believable to their parents.

Mike wanted to show El his bedroom so while they were upstairs Nancy remembered that she had a few things that might fit El and she went to her room to retrieve them. She had just entered her room when she heard the doorbell ring.

"Mike, I think the others are here. Hey, I'm gonna borrow El for a minute. I have some things she might want," Nancy called to them from across the hall. She could hear Mike sigh from her room.

"We'll be in the basement. We'll wait on you before we order pizza." Mike left El with Nancy and went downstairs to greet his friends.

When El entered Nancy's bedroom she was greeted with a flood of memories. She remembered exploring Mike's house while he was at school. El remembered _everything_.

Nancy seemed to notice. She tried to make El feel at ease.

"Hey, we definitely don't have to talk about this, but if you ever have any questions, about _anything_, you can always ask me. Is there anything you want to know?"

El actually felt relieved to have the chance. She _did_ have a few questions and while Will's mom was nice, El wasn't ready to talk about some things with her.

"Um, Mike said something about _protection_. Like for…sex. What um, what do _you_ use?"

Nancy was not fazed. She knew El had a tendency to just say what was on her mind.

"Okay, well, there are condoms. They're like rubber things that go on the penis so nothing gets inside the girl. They don't always work, they can break, and _they suck_. I use birth control pills. You have to get them from a doctor."

El cringed at the idea of telling Hopper that she wanted to go to the doctor so she could get pills so she could have sex without worrying.

"There's some less effective protection ways too. I mean, depending on when you ovulate, you could get pregnant at any time. But basically you want to be careful like two weeks after the start of your period." Nancy laughed. "I'm sure this is the most _exciting_ conversation ever!"

El laughed too.

"So if the last one started on the 1st, do you think I'd be safe tonight?"

Nancy was shocked by El's question, but she couldn't help feeling proud.

"With all of your friends sleeping? Aren't you the little badass?" Nancy chuckled. "Well you're cutting it close but it hasn't been two weeks yet. Still have a few days." Nancy was thoughtful. She crossed to her nightstand. "I have to leave for school but I'm coming home next weekend. I get these three months at a time and I just got them filled so here, take this and start in the morning. You have to take one every day. When I come home I'll take you to get your own but this will get you started. But El, they take a month to kick in so you and Mike will have to be very careful. Just pay attention to the calendar."

El looked down at the package of tiny pills in her hand. It seemed easy enough to take one a day. The days were even listed.

"Thanks. Thanks for everything."

"He's different now that you're back. He's happy now. Mike was…so dark for a long time. There's still a box of Eggos in the freezer. He wouldn't let anyone finish the box and he won't let our mom throw them away. Because it's _your_ box of Eggos." Nancy rummaged in her dresser drawers.

El was touched at the idea that Mike had kept the Eggos.

Nancy found the sweaters she was searching for.

"It'll be getting cooler soon and I thought you might like to have these. It's okay if you don't, I just thought I'd check with you first before I donated them."

"No, I do want them. They're really nice. Thanks, Nancy." El took the three sweaters, holding them against her cheek and feeling how soft they were.

"I'll tell you something else. About a year and a half ago I was in Mike's room putting some books on his desk and I noticed something under his bed. Here, I'll just show you." Nancy beckoned for El to follow her and they quietly tiptoed into Mike's room. Nancy reached under the bed.

"He made this. Taught himself enough about sewing to put it together. He doesn't know I know about it."

El's fingers trembled as she reached for what Nancy was holding. It was a pillow, but what was causing El to shake was that it was made from clothing. The front was the logo on the yellow Benny's Burgers shirt she'd been wearing when Mike found her. The back of the pillow was navy blue and gray. El knew Mike had made it from the first clothes she'd ever worn that had belonged to _him._

"He sleeps with it. He really missed you, El." Nancy said. "Why don't you go see him now? I know you both want that."

When El got to the basement she stored her new sweaters and her new birth control pills in her bag. Immediately she noticed that her fort was still there, just like it had been in the void.

"Hey, El, do you want pepperoni or sausage or what?" Dustin asked. He was holding the telephone in his hand.

"Either is fine," she answered.

"Fuck it, I'm getting both. And a cheese," Dustin said to no one in particular before he dialed the phone.

They ate pizza and told stories about growing up. At one point Lucas dashed back to his house to find a photo album and they looked back through the years together. With Mike's mom's photos combined with Lucas', they pretty much had every major life moment documented. El felt happy.

But Max never showed up.

"Where's Max, Lucas?" El finally asked. She'd been debating on whether she should even bring it up.

"She didn't feel like coming. I don't know what her problem is lately. I know she's dancing on my last nerve though!" He laughed, but El didn't think it was funny.

They watched _The Monster Squad_, followed by _Hellraiser_ and after El commented that Pinhead was going to give her nightmares, partially joking because she knew what she'd seen in real life, Will suggested they watch _Throw Momma From the Train_ for a little comic relief. Dustin and Lucas had cleared the floor for their sleeping bags and the three boys settled into their bags in front of the television while Mike and El sat together on the sofa.

Once they finished the movies and finished laughing, finished joking with each other, Lucas announced that he was going to sleep and that everyone needed to _be quiet_. Will agreed and even though Dustin wanted to stay up, he was snoring in a matter of minutes.

Mike and El crept to her fort.

"They might hear," Mike whispered.

"I don't care. But we can be really quiet. It can be a _secret_." Already she was climbing onto him. Mike couldn't see much but he could _feel_ and he felt her push his pajama pants down. Her bare skin touched him, feeling hot on his stiffening dick. The fact that she hadn't been wearing panties the entire time they were watching movies caused him to become even harder. Mike reached under her nightgown to feel her.

"No talking then," he murmured lowly. "Just feeling." El was already making his cock wet with her own arousal. Then he felt her warmth envelop him. He kissed her deeply to keep from making too much noise as he felt her. His hands held on to her ass, gripping firmly as he helped her move over him. When he'd push her down a little harder, so that he was all the way inside, El would grind on him and roll her hips. The idea that their friends were merely feet away from them excited both of them more.

It was frenzied, perhaps the chance of being caught made it better, or perhaps they both felt that they _needed_ it so much, but it didn't take long for either of them there in the fort. Mike was leaned back against a stack of pillows, not flat on his back but also not sitting all the way up. El was sitting on him, his cock stuffed into her wet pussy, grinding and rocking as he held her hips and moved her in small circles. Their combined body heat made their hair stick to their faces.

El leaned forward to Mike's ear. Her rate did not decrease.

"I'm gonna cum," she whispered before licking his ear.

Mike gripped her ass harder and pushed her down onto his cock all the way. He felt her fingernails dig into his shoulders and her lips on his neck. Then the pulsation started inside her and Mike felt her come undone right there in the blanket fort in his basement. El bit his shoulder to keep from screaming his name and when Mike felt her teeth on him, he came too.

A few minutes later, as they held each other smiling, they heard a voice.

"You guys are loud even when you're being quiet," Dustin said. "I think _trying_ to be quiet made it _louder_."

The whole room laughed. None of them had been able to sleep through what Mike and El were doing.

"We'll try harder next time," Mike offered.

"Oh God, don't try _harder. _You'll wake the dead." More laughter.

"Goodnight, guys," El said from the fort, feeling a bit embarrassed and wanting to escape into sleep.

"'Night, El," they all three replied. "We're happy you're here."

El snuggled into Mike and felt happy herself. She was back in the same place and with the same people who made her feel the safest.

**A/N: Chapter 17 is another one that was already done. I'll post it soon. Then 18 I'll have to write but I think that will be a fun one. Epic Rap Battles of History: Eleven vs. MadMax! (No actual rapping)**


	17. Chapter 17

**I feel as though I should preface this by saying that Mike only loves El. So sorry for this chapter but it was already written. Like I've said, this was written for fun and I'm just trying to clean it up and tie it together.**

**After this, no more just Mike and Max. And please remember, he's trying to give her what he knows she likes. He's really not trying to be an ass.**

* * *

By late September, El had been back for a little over a month and Mike was like a different person. He was happy. While it was a welcome change for his family and friends, one friend was having a more difficult time with the sudden change. Actually, they _all_ were different. El seemed to bring out a different side to all of Max's friends, which only fanned her flames of rage. She hadn't yet tried to get to know the girl. She couldn't see through the haze of jealously.

Max missed having sex with Mike. She missed the anger and the mocking. She missed the way he always knew how to make her feel small, which never failed to turn her on. Mike had a way of demeaning her and making her feel deliciously dirty that Max didn't think she'd ever find again.

She missed him using her.

Mike couldn't get enough of El being back. Now that he knew he hadn't been dreaming all the times she'd visited him he had told her everything, figuring she knew anyway. He vowed to never keep any secrets from her. He was shocked when El told him she felt sorry for Max and that she wanted to do anything she could to make it easier for her.

She even told Mike she wanted him to help in any way he could...even if it meant giving Max closure and one more time.

But today El was with Nancy and Mike's parents out shopping and being a normal girl, leaving Mike home alone. He had just gotten up.

That's when the doorbell rang.

"Hi," Max mumbled with a fake smile plastered on her face as she made her way inside Mike's house.

She didn't even wait for him to welcome her in before she pushed him aside and helped with slamming the door shut. She could read the confusion and slight fear in Mike's eyes, but that didn't stop her from spilling out her venomous words.

"How are you, asshole? Having fun with your not quite dead girlfriend? Yeah? Aw, that's great! Perfect! Except you forgot something, you dumb piece of shit-"

Mike was about to protest, his lips parting as he kept his eyebrows furrowed, but Max didn't allow him to interrupt her.

"Not this fucking time! I'm speaking now!" She yelled from the top of lungs, knowing very well that they were alone. She had met the Wheelers and El outside, plastering a fake smile across her face as she passed them, noticing how smug Eleven looked.

_Or had she looked hopeful? Doesn't matter._

So Max took advantage of the opportunity.

"When were you going to tell me?!" Her tone was increasingly louder, along with her steps getting closer to Mike's form until her fingers balled around his shirt. "Or was it _never_? Did I really have to find out from Lucas?!" When El came back, Max was the last to meet her. The introduction had been awkward at best. The fact that the boys had practically kept El to themselves for the first two weeks after her return only fueled Max's jealousy and insecurities.

"What do you want? I fucking love her and I thought she was dead and I wanted to die every fucking day! And she came back! To _me_! Do you have any idea how that feels? To one day be ready to just die and then the next day feel like you can do anything, all because that one person who is more special than all the others made you feel whole again? No, I bet you don't. You act like it's all about you when it's _my_ life and _my_ happiness."

"It's always been about _your_ life and _your_ happiness! I fucking let you humiliate me over and over again and yeah, maybe I fucking liked it but that doesn't excuse the fact that you didn't tell me anything about your little girlfriend! And stop fucking talking about her all the time! You're fucking pathetic and disgusting and I pity her! Who the fuck would want to be with you? You're lucky I was bored all this time or else you would've never gotten anyone and I'm sure she'll leave you too because you're a fucking...nerd!"

As she yelled out the last word, Max's hands pressed onto Mike's shoulders as she pushed him until his back slammed against the front door. He seemed baffled beyond words and she looked at him, gasping and with teary eyes before her voice became softer.

"I need my fucking clothes back. I know my green t-shirt is at your place. Where the fuck did you put it?" She made her way to the second floor, her feet stomping over the carpeted stairs.

Mike followed Max up the stairs. He couldn't believe her audacity...except that he _could_. It was Max after all. He couldn't resist continuing the argument.

"Oh, you were just bored were you? Maybe that's true for the first time but after that you just liked taking my cock. How else can you explain you fucking me so many times? And don't even talk about El. She knows everything. She's such a better person than you because she actually feels bad for you! Crazy, right? She even told me to help you if I could. My _little girlfriend_ whose name makes you roll your eyes. And why the _fuck_ would it be my place to inform you that she was back? You're Lucas' girlfriend! _Obviously_ he'd be the one to tell you. He was the one who told you about her in the first place!"

They had entered Mike's bedroom and Max was rummaging through his drawers and closet looking for her shirt.

"Shut the fuck up," Max gritted through her teeth as she continued to toss Mike's clothes on the floor. He didn't seem to mind the mess and she couldn't be bothered by it because all she could focus on was how to not let the tears run down her cheeks.

"Fucking found it."

Exhaling deeply, she took one last glance at Mike and hated to realize that she was still attracted to him. He could still be the one to degrade and make her cum because of it, but she knew she had to be strong and distance herself from him once and for all.

"Enjoy your stupid fucking life. Tell your girlfriend I didn't need your stupid help because you're a gross human being and I don't want anything to do with you."

Mike could tell that she was hurt and El _did_ give him permission after all. He thought he could at least try and if she wasn't receptive to it, so be it.

But Mike knew what Max was into so he definitely wouldn't be taking the knight in shining armor approach.

"Ooh, so you say." Mike crossed to her but Max turned her back to him. "Tell me, Max. Are you wet right now? Because I can tell how horny you are by how you yell at me. You need my dick one last time?" He ran his hands over the fabric of her t-shirt, pausing right at the waistband of her shorts. His thumbs barely slipped into the waistline while his long fingers fell loosely down the front of her shorts, right over her pussy.

"I'm not. Or maybe I am. Maybe I'm just sweating right now because I'm grossed out by someone like you touching me. Because you never deserved me-," she whispered almost inaudibly before her breath hitched when Mike's fingers found her clit.

Despite her words, she let him massage her pussy through her panties and she sighed, a single tear falling down her cheek before she wiped it quickly. She knew for a fact that she wasn't crying because of her feelings, or lack thereof, for Mike, but she had gotten so angry she hadn't been able to help it.

"Still sucking at it, Wheeler. I feel bad for your girlfriend."

"If I suck then why did you just part your legs more? If I suck why don't you push me away? And fuck, Max," he knew he'd get to her by saying her name, "this isn't sweat that's covering my fingers. And there's so _much_," Mike massaged harder, pushing her panties into her slit and rubbing them around, getting them wet, "that it's like your cunt wants more than my fingers. It wants to be stuffed with cock doesn't it?"

He pulled her against him with his other hand, pressing his erection into her back while he continued to rub her.

"You can get it out of your system. I know you want me to fuck you so hard you limp out of here. If you want me to stop, just walk away. If you don't walk away right now though, I'm gonna make you scream my name."

"I'm gonna walk away," she started out but made no effort to move whatsoever.

She could feel Mike's smirk over the back of her head and she knew it was already too late to do anything about it. Mike was right - she was wet and definitely in need of more of him. Her body reacted accordingly, her ass pressing against his erection and making Mike almost lose his balance as he took a step backward before he pushed back against her. His hips moved unbearably slow against her butt, grinding and mock-fucking her from behind while she just stood there helplessly.

"Are you gonna do it or what? Before I fucking change my mind."

"Take off your clothes," Mike commanded. If this was going to be the last time, he was going to make it memorable.

"After you do I want you to suck on my cock but don't fucking make me cum. I know you'll want to memorize how it feels in your mouth, how it hits the back of your throat." Mike watched as she started to do what he told her to, her face full of shame and lust. Once she was naked, Mike stopped her.

"Hold on. First bend over so I can see how wet you are." He could tell she didn't want to obey but seemed powerless not to. "Fuck, you're dripping. I can see it. Your legs are slick." Mike wiped his hand down her ass crack and into her slit, hearing Max sigh. Then he spun her and pushed her down.

"Suck my dick. Smell it, Max. Remember how it smells when it's hard and about to slide into your mouth."

"Stop being so fucking gross," Max snapped back but she was on her knees already, her pale fingers wrapping around Mike's shaft as examined it.

The thought of this being the last time she was tasting him was too much to bear and she thought she would rather choke on his cock and deal with the physical pain than deal with the emotional distress.

Slowly, she wrapped her pretty pink lips around his dick and inched in until more than half was inside her mouth. She looked up at him right after, her ocean eyes so warm she was almost unrecognizable before she started slurping on his cock as if it was second nature to her.

"Does she let you fuck her throat like I do? Or does she suck your balls like this? I bet she doesn't," she started before taking each ball in her mouth.

It still stung every time Max mentioned El. And while El had in fact basically given him permission to do just this, one more time at least, it made Mike's chest ache to think about her right now while Max was sucking his dick in his bedroom in full daylight. Just thinking about what El's face would look like, how her brows would fall, her lip would tremble, and how her eyes would instantly water if she were to see such a display, even having given her permission, was enough to make Mike think twice.

"Wait. Maybe this isn't a good idea." Mike heard himself say it even as his hands went to her head and he started pushing in more, feeling his cock slide deeper down her throat and hearing her muffled gags.

Max took it all in, her eyes squeezing shut as Mike forced his cock deeper and faster down her throat. She let him do it despite his doubts hurting her ego, but she sucked it up like she had always done and just let Mike have his way.

And when she finally managed to take his cock out of her mouth by pressing her palms against his thighs until he was forced to let go, she wiped her mouth and glanced up.

"We can stop, sure," she stood up and stroked his sodden shaft with one hand. "But I might not be able to keep my mouth shut. I might have to tell her how bad you taste. Or we could do it like this. You fuck me so hard I forget this even happened and she won't find a thing. What do you think, Wheeler?"

"She doesn't need details from you, but I _do _tell her everything. I'll tell her about this. That's what love is, don't you know? Even the bad stuff is okay as long as you're together in it. And I'm just trying to help you. I know you want me to fuck you so hard that you forget. Forget how much you like it, my big cock getting stuffed into your every hole," Mike stood her up and got behind her, whispering into her ear as he fondled her breast with one hand and teased her clit with the other. "But I'll make it count because this is the last time. I belong to El, body and soul. She's just letting you borrow me. I'll make it good. I'm gonna make you cum at least twice." Dipping his legs, Mike's dick slid through Max's legs. "How do you want it? Oh, I know. You want me to make you beg because you really don't think you deserve to get fucked until you cum, do you? So beg me then."

Despite feeling the heat of Mike's cock on her inner thigh which caused her pussy to throb, there was nothing but a dull ache inside Max's chest. She knew Mike and El loved each other, so much that she had become nothing to him in just a matter of seconds, but it still caused tremendous pain to hear the words coming from him.

Her tears threatened to fall but she kept them there as she turned around and looked at Mike. He seemed surprised to see her doing that instead of begging right away, but the grin on his face is what outraged Max the most. She just wanted the slap that stupid smirk off his face and in a moment of pure rage, she did. Despite her hand being so small, it smacked Mike's cheek so hard his head snapped to the right in an instant.

And before she could even realize what she was doing, Max was tugging at Mike's hair and pulling him down onto the bottom bunk until he was sitting up and holding his reddened cheek.

"You don't fucking tell me what to do. I taught you everything, you little shit. You would've had no idea how to fuck or even fucking _exist_ without me! You were so heartbroken nobody wanted you around. And now you're here, ready to love her, because of _me_. So don't even fucking dare to treat me this way. You were mine and I got to do whatever I wanted. All those times of me begging? It's because I fucking wanted it that way. So you don't tell me what to do!"

She was yelling and rambling, unapologetic about not making any sense as she straddled Mike's thighs and lowered herself onto his dick. She bit her lip so he wouldn't get to hear her moan, even though she guessed he probably didn't even care if she did or not.

"It's too late to put you in your place now, but I should've fucking done it a long time ago. And don't forget you've been my little bitch once. Begging me to fuck your virgin asshole," she whispered as she bounced on his cock, her lips pressing against the cheek she had just smacked.

Mike was dazed. He knew she could get snarky but Max seemed utterly pissed. The slap is what caught him off guard. When it came down to it, Max Mayfield could take care of herself and she wasn't afraid to take what she wanted.

Damn, that was sexy.

But he couldn't let her have the upper hand. Mike let her sink down on him a couple of times, feeling her cunt grip his cock and pull it mercilessly inside, and then he remembered what he'd basically promised her.

"So I don't get to tell you what to do? We'll see about that. Make yourself cum right now. On my dick, while you're sucking it inside you with your pussy lips. Do it and then _I'll _make you cum. I just gotta grab something from the bathroom first. But yeah, you liked me begging you? Think about that, though you didn't deserve me doing it. You just won a game." Mike sat as still as he could with a hot pussy riding his dick. He wanted to make her work, but then he had a plan. He thought he might as well make it memorable for himself too.

"I didn't deserve you doing it. Ha!" Max repeated with a scoff. It was hard to even talk now that her pussy was continuously dropping onto Mike's cock until her ass glued to his thighs. She listened to the lewd sounds their bodies were making for a couple of seconds before adding, "You'd better fucking make me cum, nerd. Touch me."

As she commanded, her hands grabbed Mike's and forced him to cup her breasts. He pinched and twisted her nipples gently and she moaned, her head lolling back as she did so.

"You fucking slapped me and now you're barking orders. You never change." Mike's hands squeezed her tits, his thumbs and forefingers pinching her roughly. Max hissed, but didn't seem to be in pain. Mike then started sucking on one of her breasts, realizing how face to face they were in this position. He found that he felt angry; angry that she was so bold, angry that it turned him on...angry even that their weird playtime was ending. It had to be that way but Mike knew she'd been right when she said he wouldn't exist without her. He'd almost ended his life more than once in the past year and it was Max who nagged and prodded him, teased him and fucked him into sticking around.

"I don't want to look at you," he said through gritted teeth. He was moving forward though, somehow being pulled closer to her, their faces almost touching. "You disgust me most of the time," he whispered and then Mike felt his lips connect with hers.

Max's first instinct was to flinch and pull back, yet she didn't. It took all of her willpower to stay there and accept Mike's lips over hers. She couldn't even remember the last he had kissed her, but she was certain he had done it just to get something in return. Yet this time she had just slapped and talked down to him and he still wanted to feel her mouth against his and Max had no idea what to make of that.

Her brain screamed at her that this was nothing but pity, but she still allowed herself to be kissed. Her fingers were no longer pulling at his hair and instead running through his raven locks as the kiss deepened and their tongues ran over each other. Her eyes were starting to sting and despite being overwhelmed by Mike's gesture, the thought of them kissing for the last time swirled through her mind and caused her heart to ache.

It hurt so much she was determined to pull back, but all she managed to do was kiss Mike even deeper, her arms now wrapped around his neck as she tasted every inch of his mouth and wished he would never let go. He didn't seem to want to pull apart, but as the minutes passed by while Mike had his dick buried all the way inside her pussy as they kissed, Max realized she would rather stop this herself than feel the pain of having him trying to stop the intimate gesture.

As she pulled back, she refused to look him in the eye. It was too much and all she could do was look down at the way her hips started bouncing up and down on his cock. Her pussy swallowed him whole repeatedly and she sighed, feeling her orgasm approaching with every passing second but being unable to do anything besides moaning and whimpering in pleasure.

Mike had never kissed her like that. They'd kissed, but usually it was a lot of teasing and mocking, some biting and really just anything to make it seem less intimate.

But this _was _intimate. It was deep and to Mike it seemed like it was trying to say things neither of them could.

"You're right," Mike whispered as he watched her fuck him. She was bouncing deep and fast and looked ready to cry. "I wouldn't have made it without you. You're a really good friend, Max. Maybe the best. I hope you find something that makes you happy." Mike reached down and his thumb found her clit. He rubbed gently, remembering what he knew she liked. "I'm sorry if I ever took it too far. I had a lot of fun with you." He leaned in once more and kissed her neck. "Thank you."

"Are y-you sick?" Max tried to tease him, but it was getting harder now that his thumb was also playing with her clit while she fucked herself on his cock.

Mike grinned and Max could feel the pain in her chest slowly dissipating. Maybe that was all she needed. _Maybe I just wanted to hear him say he was thankful and that I wasn't just nothing to him_, she thought to herself as her body was signaling the impending orgasm. She gripped Mike's hair and moaned in his ear, harder and louder with every passing second.

"I don't care...if we keep doing this or not. Fuck, yeah, rub me…shit, you'll always be my little bitch, nerd."

She knew that wasn't true and, at the end of the day, she had been _Mike's_ bitch and not the other way around, but that was all she needed to think of as she finally came on his hard dick, her thighs forced apart by his own as her ass contracted while she cried out in pleasure.

"There's the girl I know. I was getting worried when you hadn't insulted me in a little while. So we used each other. So what? I think we needed to. But you're in my bedroom right now. In my house. I think what_ I_ want gets top billing. If you're done cumming on me, can you slide off my cock for a second? Don't worry, I'll put it back in. I know you still want it." Mike pushed her gently off of him, leaving her slack-jawed and watching him leave the room, watching his pale ass as he disappeared into the hallway.

He returned a moment later with a towel in one hand and a bottle of clear liquid in the other.

"I don't know if I've ever told you, but you have a really nice ass. I want to soak you in baby oil so everything is highlighted while I fuck you. And you heard me right. This time, I'll be the one doing the fucking. You can just take it." Mike spread the towel on the floor at the base of the ladder to the top bunk. "Come here."

Max did, walking to him. The light from the window was bright and Mike could see everything on her body; her pert nipples, the wetness between her legs. He spun her to face the ladder.

"Raise your arms. Hold on to the top rung. Yeah, now bend over just a bit. This shouldn't be cold." He could see her craning her neck to see what he was going to do and Mike smiled, wanting to see it himself.

"I'm just gonna hose you down with this oil. Oh fuck, it's hotter than I thought. You're so slippery." Mike ran his hands over her ass. "Mmm, that's nice. Put one foot up on this lower rung." Max did and it caused her legs to spread more. Mike could see how her pussy lips had been drenched in the oil and the excess was dripping onto the towel she was standing on. "Fucking hot."

"What are you gonna do to me?" Max inquired unsurely.

Her neck hurt for being bent so much but she didn't want to miss the look on Mike's face - the way he looked at her shiny ass as if he was about to drool - and how nice his long fingers felt over her cheeks as he massaged her ass.

"Stop being such a pussy and fuck me, Wheeler," she murmured, trying to sound angry at him but her voice was a mere whisper as she watched him in amazement.

"Oh you want me to fuck you? Show me how much. Climb up another rung, sit on the ladder with your ass and pussy hanging off. Let me have my way." Mike was guiding her, making her move upwards. He was so close he could feel his dick bouncing off of her as they moved and he knew it had to be covered in oil.

"Yes, right there. Hang on to the top. I have to tell you how sexy you look, stuck there on the ladder, your skin oily and slippery, shining in the sun. Maybe I should have spanked you first. Or maybe I will later. The oil on your ass makes me want to touch it." Max's ass hanging off the wooden rung was right at the level of Mike's hard cock. Mike eased in behind her, letting his dick slide into her now oily folds, feeling the warmth and wetness. He put his hands over hers, his arms aligned with her own, and pushed the tip of his dick into her cunt.

"I like when you can't get away," he breathed as he started to thrust. As he did, Max pushed herself back on him. Her legs over the rung and Mike's body held her in place as he fucked her, alternately kissing her neck and telling her memories from past fuck sessions.

"Yeah? Why do you like it when I can't get away? 'Cause you get to have it your own way? And you know -shit, don't -" Max warned him as she felt Mike pushing his cock so deep inside of her she thought she might break. Despite protesting though, they both knew she loved to feel him balls deep inside her cunt more than anything else.

"You know I can't make you my little bitch when you do that? That's why you want, ah fuck, to restrain me? Well, I could easily turn around and put you in your place. But I won't this time. It's your last time feeling this good as well, so I might a-as well let you have it your own way."

"I always have it my way. Always. Even if it was your idea. Remember that time in the AV room? When I tied you up? You were hanging there on the shelf, helpless to go anywhere. Kinda like now, though now your arms are free. Now if you really wanted to you could turn around. You could make me wait, you could squeeze my oily cock. But I know you want it inside you. Just like you did then." As he spoke softly to her, reminding her of past trysts, Max was dropping down more and more, her knees hooked over the wood. She let gravity pull her as much as it could.

"You're trying to take more cock aren't you? You want it. Fuck it, turn around." Mike helped her move, leaving her ass on the rung but now she was facing him. "Just once more like this. I know I'm a hypocrite but fuck, I want to watch my cock slip into your oily cunt." He forced her legs around his waist, it didn't take much effort, and then with a swivel of his hips Mike was back inside her.

"Remember when I fucked you in the car? Your legs were hanging out and I held them up. You made me cum so hard. Do it again." Holding her, his dick inside, her legs tight around his waist, Mike's arms holding her against his body, he couldn't help it.

Mike kissed her again.

"Mmph-"

This time Max was definitely taken by surprise. Mike kissing her once was something rare and unexpected, but she was able to deal with that. But Mike kissing her again, in the same day and with the same burning passion that left her breathless was too much for Max to comprehend.

She wasn't one to complain though and she found his shoulders despite her dazed state before hugging him tightly to her chest. Her breasts pressed against his bare skin and their hips were the only parts of their bodies that kept parting and reuniting. The sloppy sounds made by her pussy getting drilled by his cock drove her insane and she had to pull back for air, only to murmur against Mike's lips.

"What about the time I made you lick my pussy? If I wasn't so oily I'd make you do it again. Because that's what you know to do best, Wheeler. To pleasure me. Maybe you can with her too, but I doubt she knows how to tell you what she wants. Maybe I should help her."

She didn't wait for Mike's reply because she feared she had taken it too far. El was still something she wasn't allowed to mess with and so she kissed Mike again to make him forget about her offer. This time though, she was way needier and her teeth dug into his bottom lip so hard she feared she drew blood.

Mike heard her. Suddenly images flashed in his brain, hidden fantasies he'd never let himself have. Max showing El how to suck his cock, how to touch it, demonstrating and then having El join her. The two of them lapping at his dick at the same time. It was frying Mike's brain, especially when he thought about how Max might help him line his cock up at El's pussy, maybe licking her clit to get her more ready for the intrusion that would be Mike fucking her really hard, not just sweetly taking her virginity.

He kissed her hard, feeling her tongue battle with his. Mike's hands went to her hair and he held her head close, their forehands touching as they both looked down to watch him fuck her harder with every thrust.

"Fuck yeah, you'd be a good teacher. And I could lick you both, go back and forth. You two could make it a game. Oh fuck! See who can...yeah you take that dick...hold out the longest. I'd just tease you both, fucking puddles between your legs, begging me finally. Shit, that's so hot." Mike could tell that he was going to explode soon but he'd promised to make Max cum twice.

"I know. I'd make you cum one after the other and I'd start fucking you while you're still cumming. Or would it be better to be cumming while you watch me enter her? See her eyes get big, maybe she'd be watching you cum. What do you think? Ever thought about that?" Mike was petting her now, lazily stroking her clit as he pounded into her.

"She'd never want that," Max attempted to shut Mike off.

She had never really thought about it, had never even considered it to be a possibility and only in her wildest dreams would someone still allow her to have Mike, even if it meant sharing.

But still, the idea was only turning Max on even more so. Mike kept pounding her with vicious thrusts, keeping one hand in her hair while the other one guided her hips back and forth so he could bury his dick as far as he could inside her cunt. Even though she was looking at the impossibly erotic sight, her mind still drifted off to El's body pressed against hers as he would alternate between fucking her and El.

"But you'd want that, wouldn't you? You disgusting nerd. You could barely fuck and now you're bold enough to wish for two at a time. Not...gonna happen."

Mike listened to Max feign disgust but as she was saying how terrible he was he noticed that she seemed to get wetter and her hands held on tighter to him. Something was turning her on more, and Mike thought he might know what that something might be.

"You don't even know her. You should...fuck...get to know her. You have to agree with me that she's hot, right? And she has soft skin. Are you thinking about that? I just ask because the meaner you are to me the more I'm getting to you. Are you thinking of what it would be like to like maybe, lie on top of her? Your bodies smashed together so I could go back and forth? Maybe you'd kiss her? Is that crossing your mind? Fuck, it's crossing mine. It would be like this." Mike quickly pulled out and pushed Max to the floor. The towel they'd been standing on had gotten bunched up into a ball with the movement of Mike's feet and he laid her down over it, causing her ass to be just slightly raised. He only let her legs part the tiniest bit, just enough for him to slip his cock back into her pussy.

"Jesus, the oil in the sunlight. Fuck, your ass looks so hot. Imagine you're lying on top of El. I'm gonna fuck you while I imagine that."

"I'm gonna tell her that. She's gonna find, oh, shit, find out...how gross you a-are."

Even when she was complaining about it, Max couldn't help but wish El was there underneath her. She could only imagine how soft her breasts would feel under her weight and how amazing it would be to kiss her plush lips. Closing her eyes and clinging to the towel, she grinded against Mike's cock involuntarily and forced herself to take more of him inside her sodden pussy as she cried out in pleasure.

"Fuuuck, what if...what if she comes early and sees you fucking me like this? I bet she'd hate you...but that would make two of us. What if we turn against you? We'll fuck each other...and get rid of _you_. You're useless...anyway."

"I'm useless? That's funny because you've been using me for months now. You don't _sound_ like I'm useless. But fuck, keep talking like that. Describe it for me. I'll play. What if that happened? What if you two turned against me? How do you picture that?" Mike thought back to a dream he'd once had where Max and El were together and he was watching, spying on them until they noticed him and beckoned him to join. His sheets needed to be washed twice after that dream.

"Because if you're trying to scare me, you gotta know that you're just making it hotter. Thinking about the two of you, sweaty, moaning, fuck! She'd be all unsure but willing and you'd be all gentle, unlike with me, and teach her things. It's a goddamned cream dream." Mike was lying directly on top of her now, whispering into her ear as he pounded into her. The oil and their sweat caused their bodies to almost glue together.

Max could picture it. The more Mike described it, the closer she got.

"I bet…oh sweet fuck…I bet her p-pussy would feel nice rubbing against mine," Max could see it in her head.

"Yeah it would. She likes to please, Max. El only wants love." Mike knew this well, and could also picture his precious girlfriend rubbing herself on Max, unsure if she was doing it correctly, asking Max to guide her. "Fuck, I think I'll fill you up now. Think about El. Pretend you're on top of her while I'm blasting into you. I bet she'd hold you close." Mike waited for her response, straining to hold himself back for just a few more seconds.

Thinking about how it would feel, Max let go.

"She'd fucking make me c-c-cum before you could," she stammered as her entire body clenched and she came all over Mike's cock. She wouldn't say it, but she wished she'd cum all over El. She didn't even know the girl and yet now she was curious.

Both sweaty and covered in oil, the two rolled over onto Mike's floor. They were out of breath.

"You really should get to know her, Max. She's not going anywhere. I don't know if you've noticed it, but the Party thinks of her as a minor deity. She saved our lives, Max."

"She'll hate me," Max proclaimed.

"No, all she wants is for people to love her. I think you should give her a chance. And listen, this really was the last time. I always knew that you felt like you deserved degradation. I don't know _why _you feel that way, but I was so sad about El that I was willing to try to be someone else. I never would have done anything if you hadn't started it. But I shouldn't have taken advantage. I'm sorry." Mike apologized, feeling closure and ready for El and El only. It was what he had always wanted.

Getting up, Max found her clothes and the shirt she had originally come to retrieve.

"Hmph. We'll see. See you around, Wheeler."

Max walked away. She felt sad, which made her angry.

_Fucking jerk. Trying to get me to like his girlfriend? Pity fucking me?_ Max tried to hate him. She tried to hate El. The more she thought about it though, the more curious she became.

She wouldn't say it to Mike, but Max kind of _did_ want to get to know El.

**A/N: Chapter 18 isn't written yet but I'm hoping to get it done this week. I don't want to rush it and screw it up. We're getting to what some of you seem to be waiting for but aren't quite there yet. Gotta lay a little more groundwork. As always, thanks for reading. **


	18. Chapter 18

**This chapter didn't turn out to be as long as I'd expected. I'm a little nervous about posting it but at the end of the day I'm proud of it. I put my real feelings into what I write. Sometimes that comes back to haunt me.**

* * *

It wasn't as though Eleven had _nothing_ growing up in a secluded cabin. Hopper made sure to get her any book she was interested in reading and El was _very_ smart. She read all the textbooks he'd bring home, she'd do the puzzles he brought her. She could finish a puzzle of 1000 pieces in under an hour and could solve a Rubik's cube in less than 6 seconds. She could do advanced calculus by the time she was 14, which blew Hopper's mind to no end, and she could label every part of the human anatomy on a chart.

She was _clinical_, one could say. Like a laboratory.

What she _didn't _have was popular culture, magazines, teenage slang…regular kid stuff that made young people feel like they belonged. While Hopper brought her educational books he said he felt weird buying magazines meant for teen girls so he balked on that. And they only had a few television stations, so El's experience with the culture of the time was limited at best.

After their move into town and after she discovered Hopper's lies, El had confronted him. She was livid but had managed to not fly off the handle, remaining calm enough to get her point across without throwing a tantrum and destroying their new home. She made her case and Hopper couldn't deny that she was right. He reluctantly granted her more freedom. She could go places alone.

El discovered that not really knowing how to navigate teen culture was difficult. She'd thought that telling Mike that he should give Max closure was the best thing to do, but once it happened, she found it hurt a lot more than she'd imagined. What she hadn't expected was for _Mike_ to break down.

The scene played again and again in her mind as she walked along the streets of Hawkins. El liked being able to go where she wanted. On this particular Saturday she was walking toward Mike's house, although she knew he wasn't home. His family had gone to visit his grandparents for the weekend. Still, she liked being near where he lived. She liked being near her first ever safe place.

As she walked El thought about their conversation from a couple weeks prior, the one where Mike told her about his last time with Max.

It had started off normally enough. El and Mike had gone for ice cream and on the way back home he'd mentioned that he'd given Max closure. El remembered her chest feeling heavy and having to take deeper breaths. She suddenly didn't feel like eating her ice cream.

_El, please say something, _Mike had pleaded.

El had been quiet, so many thoughts and feelings swirling around her head. Finally she spoke, sighing heavily.

_I told you to do it. If I didn't mean it I shouldn't have said it. Friends don't lie. All you can know is what I tell you. I guess I thought it would hurt less. I'm not good at being a regular person._

Her statement had caused Mike to stop walking.

_What? El, don't say that. You're perfect just how you are. _Mike had taken El's hands in his own and El could see written on his face a mixture of worry, regret, sadness, and horror. He had tears in his eyes. It happened so quickly that it caught her a little off guard.

_If I could take it back I would. I promise! El, it was just sex. Sex isn't love. It just feels good. But I love you, _Mike had said, _so sex with you is the best. It makes me feel like I'm home. Like, anything I've done doesn't matter, like it was all practice, or dry runs, like just a placeholder for what I really needed. El, being with you and feeling how you make me feel is a better feeling than anything in my life. You make me feel relieved._

Mike had started to really cry, not even caring that they were in the middle of the sidewalk. El was thinking about this as she turned onto Maple Street.

_I get it, _she'd finally said when Mike's sobs started to die down. El's heart had broken a bit at how devastated he'd seemed to be and she'd hugged him while he cried. _Doesn't mean it feels good, but I understand. You have to try things. Sometimes maybe they'll be good things, sometimes maybe they'll be bad. But you have to experience stuff. I don't have a lot of experiences. I guess I feel a little jealous._

_El, I swear that I'll never again put you in a situation where you might feel jealous, _Mike had promised. She could tell how sincere he was.

_I want to feel everything, _she'd admitted. _I promised myself that if I ever got to be free, if it was ever safe, that I'd try everything. And I love you, Mike. I want to experience everything with you. _

They had shared a kiss and then Mike had taken her home. El remembered how much he'd tried to show her how sorry he was. She'd been touched by his sweetness and how caring he'd been as they tumbled in her bed. El smiled at the memory, knowing that even if Hopper had come home she wouldn't have cared.

El was thinking of Mike and experiences, or the lack thereof, lost in her own thoughts. As she was passing in front of Mike's house, walking slowly and lazily, never minding how the clouds had built up, how they'd become much darker, how the wind had picked up, she literally ran into none other than Max Mayfield.

* * *

The last few weeks had been rough for Max. First her thing with Mike had ended which made her both angry and sad. She knew she had a weird kink but it was _hers_ and she liked it and Mike was good at giving her what she liked. Max hated losing it.

She was torn about El, being so curious to get to know her but also being so remarkably jealous that she just couldn't bring herself to want to be civil. It was an embarrassing feeling, for sure, but Max was good at being stubborn.

She'd realized how very _lonely_ she was, that she needed more than the boys whom she'd always called friends. She needed to feel _close_ to someone, someone who maybe could understand feeling alone. Max wished she had someone who wasn't a boy to confide in. But it couldn't be _El_. El could never possibly understand Max's life or her feelings. Max was sure of it.

And she'd been fighting with Lucas a lot more frequently lately, which was why she was in the cul-de-sac to begin with. She'd been trying to apologize for some petty argument but Lucas wasn't at home. In fact, the streets all seemed to be deserted.

Max had been looking up at the darkening skies. The electricity in the air combined with the eeriness of the streets being totally empty gave her a chill and she let out a startled scream when she smacked into someone walking in her path.

_Oh fuck. Eleven._

"Out alone, huh? Did you clear that with Mike? You know he'd lose his shit." Max chided sarcastically, her long red hair whipping in the wind.

Despite everything El still wanted to try to be friends with Max. But she could tell by Max's demeanor that the girl definitely didn't want the same. So El had to stand up for herself.

"I don't have to have Mike to do _everything_. He just makes things _better_. I'm not a baby. I'm quiet and I don't talk much but I'm not stupid, though I can tell you think I am," El said quietly. "It's not my fault I don't know all your special words or that I haven't done anything regular. I know you think I'm a weirdo."

"Because _you are_! Who can do the things you supposedly can do but can't go to a store without looking like you're in fucking Disney World?"

"At least I'm not selfish like _you_," El countered. "You don't even love Lucas but you keep him because you're scared of being alone. What is it you said? Oh, right, you'd _lift right out_."

Max looked at El and suddenly it clicked. She remembered where she'd seen her. Thunder boomed loudly, rumbling across the sky.

"You visited my fucking dream?!"

Max was angry but couldn't help remembering how safe she'd felt in that dream. Of course, at the moment, remembering that only made her angrier.

"You weren't dreaming. You were talking to me for real. I just let you _think_ you were dreaming," El stated as raindrops started to fall.

Max was seething. She really didn't even know why. She'd blown an opportunity to just talk to El and she'd started an argument. They were standing so close together, facing each other, trying not to yell at each other but failing. There was no one around to hear them anyway. Max could feel her desire to slap Eleven getting stronger. She didn't care if the girl could break her with her mind, Max wanted a fight.

El sensed it too, but she was determined to not use any sort of powers for an argument with a girl her own age. She feared that would only cement her weirdo status.

The rain pelted them harder as they argued. Neither of them noticed how drenched their clothes had become.

"You think you're hot shit?!" Max yelled mere inches from El's face as the rain cascaded down their skin.

"Hot or cold, who wants to be shit?" El spat back.

That was when Max shoved El. El kept her footing and quickly shoved Max back. Surprised by El's boldness, Max shoved her again. The shove was much harder than even Max had anticipated.

El fell backwards into a small flowerbed that was beside the Wheeler's mailbox. As she fell, her leg scraped along a small garden flag Mrs. Wheeler had that depicted an autumn scene and said _Welcome_. Max watched it all as though she was seeing it in slow motion. She saw El fall, she saw the flag scrape the entirety of the inside of El's right thigh, going up underneath her dress. Max saw El hit her head, the left side, on a garden rock.

Seeing El hurt was nothing like Max had envisioned. She knew the boys would be mad at her, probably would _hate_ her. She knew Chief Hopper would be pissed. She knew it was all her fault. But underlying all of that was the strongest sense of regret she'd ever felt. Max knew in that moment that she didn't hate El at all. If anything, Max hated _herself_. She suddenly wanted to protect El. She wanted it more than she'd wanted anything maybe.

"Oh fuck! El, I'm so sorry! Shit!" The rain was falling in torrents as Max tried to assist El, who was lying in the flowerbed crying softly.

"Oh, God, your leg. Fuck, and your head! Goddamned rain. Lucas isn't home. We've gotta get you inside so I can see how bad it is." Max cradled El's head before helping her to her feet.

Through sniffles El helped as best she could.

"Mike's. The basement. I can get us inside."

Max helped El hobble to the back of Mike's house and watched El use her powers for the first time, unlocking the basement door with a simple flick of her head. The girls went inside. Their clothes were sticking to them, saturated by the rain. El was muddy from her fall.

"Why is there an air mattress set up down here?" Max wondered aloud.

"Mike's mom had the bedrooms painted and his still smells like paint so he's been sleeping down here," El replied.

Max glanced at El. She could see her shivering.

"We've got to get out of these wet clothes. I can do a load of laundry. Just stand here for a second? Can you?" Max asked.

"Yeah, I think so. But hurry."

Max quickly crossed to the washing machine, which had a basket of folded clothes on top of it. She could see on the top of the stack two very nerdy Mike Wheeler t-shirts, one Star Wars and one Indiana Jones.

"I'm gonna get you a towel to get the mud off, then we can wear these shirts while our clothes are washing," Max informed El as she disappeared into the basement bathroom, returning just seconds later with the aforementioned towel. She had one for herself too. She also had a tube of antiseptic.

Feeling like there wasn't time to waste before she really needed to turn her attention to El's injuries, Max began to undress. She removed her wet clothing, underwear included, and slipped the Indiana Jones shirt on. Then she helped El do the same, making sure to be careful with her head and reminding herself not to stare. Soon enough the Star Wars shirt was covering El to her upper thighs and the mud was removed enough with the towel as to not soil Mike's air mattress, which, Max noted, had been left unmade with covers strewn about on top of it. Max threw the wet and soiled clothes in the washing machine and started it.

"Okay, just lie back and let me see how bad it is," Max said softly after helping El to the air mattress. She was still surprised at how quickly her mind had changed about El.

"Ow, it stings," El hissed as Max's fingers grazed the deep scrape.

"I know. I'm gonna put some medicine on it. I'll be gentle," Max tried desperately to focus on El's leg and not the fact that she could see her private area. When El laid back, the shirt didn't cover as much.

"Is it bad?" El asked.

"I know it hurts but I think that's more because of _where_ it is. Your inner thigh is more sensitive than your outer thigh, you know? It's not bleeding, just a really deep scrape. It'll probably bruise." As she spoke, Max was applying the antiseptic cream as gently as she could. "My neighbor once had a big dog, he was playful and friendly, but he'd jump up a lot. One day he jumped up at me and his paw scraped my leg a lot like this. But it was on the top part of my leg. I'm sure this hurts more."

The feeling of Max's fingers on her thigh wasn't at all unpleasant to El. She knew Max could probably see her too. She knew she was basically naked.

"Um, Max? I'm sorry I let you think you were dreaming. I'm sorry I pried. Thanks for helping me now."

Max sighed.

"This was _my_ fault, El. I'm the one who should be sorry. And I _am_." She had finished applying the antiseptic but was still massaging El's leg absentmindedly. El's legs were spread and Max was sitting in such a way that El's thighs were resting on the top of her own. Max was kind of on her knees. They were very close together, the angle quite intimate. It hadn't been planned, obviously, it had happened that way because of necessity, but still there they were, their naked centers almost touching while Max gently rubbed El's thigh.

"You know, I didn't really mind the dream, or whatever it was," Max admitted softly. "It was…I don't know. It was kind of nice. Kind of _really_ nice."

El remembered what she'd done. She'd only been inspecting, trying to see if Max had been hurt by Mike, but she could remember how her body had reacted. She could remember how Max's had as well. El could feel the same reactions beginning to occur as Max cared for her leg.

"Yeah. But Hop came home. I had to leave."

"I wonder what would have happened if he _hadn't_ come home then," Max said. Her fingertips danced along El's thighs, plural now. She could feel them against her own thighs. El's skin was soft and smooth. She was no longer shivering.

"I guess we'll never know," El breathed, though she had an idea. It had been quite exciting and feeling Max's fingers slide along her legs now was definitely okay with her.

"Is your head okay? Need another pillow?" Max asked.

"That would be nice," El replied.

She wasn't thinking. Max gave no forethought to the way they were sitting, or the way _she _was sitting because El was lying back. Max simply leaned forward to grab one of Mike's pillows to put under El's head without moving from her position and when she did, she felt her pussy push against El's.

The feeling was exquisite and Max didn't want to pull away but she also hadn't intended for it to happen. She heard El's audible gasp.

"Oops, shit. Sorry, El." Max tried to play it off, quickly grabbing the pillow and placing it under El's head before returning herself as quickly as possible to an innocent position.

But El had other plans.

"Wait," she whispered. "Do it again?"

Max was suddenly more turned on than she thought she'd ever been. And she wasn't being used, or being degraded. She wasn't being put down in any way and still her arousal intensified.

"What? Do _this_?" She asked quietly. She knew what El meant but she didn't want this to be some silent unspoken dance. Max pushed herself against El's pussy again, slowly dragging her lips over El's. She watched herself do it. "Oh damn. Can you see?" Max hoped El could. The sight was too hot to not be able to view.

El looked down to watch.

"Your pussy is very smooth. It looks like you're licking me with your clit," El murmured.

"See? You_ do_ know some of the special words. You should give yourself more credit." As Max slowly began to fuck El, she let her fingers slide along El's body, her stomach, under the shirt, feeling El's skin with delicate touches.

El was moving herself too. Their pussies rubbed together, their clits touching again and again.

"You're really wet," El said as she watched.

"So are you. Look," Max lifted herself up slightly to show El how their slick moisture stretched and tethered them as she pulled away slightly. "There's so much. Does it feel good?"

"Uh huh. I l-like it when you do it slowly. Watching is hot too. You feel really soft." El held on gently to Max's waist as she went back and forth between watching Max's face and watching Max's clit licking her aroused pussy lips.

Max liked it too. She let herself drag slowly along El's slippery lips, teasing at times, and then she'd go back to fucking her. El's soft moans only made Max moan too. It went on like that for a while.

Max watched herself. She watched how El's body would meet her own, how their pussies connected like lovers kissing. Max played with her, using her hands to tickle El slightly, touching her clit and her inner thighs. She was always careful to avoid El's injury.

"This is the hottest thing I've ever seen, El," Max whispered as her speed increased. "You feel so _nice_. It's like I can't get enough of my pussy touching yours." She started to grind harder. "It's like I want to put my clit _inside_ you."

"Just don't stop. You're gonna make me cum. I love wat-watching this. Rub me harder." El looked at Max pleadingly. The sensation was intense and she didn't want it to stop but she also wanted to cum. El wanted to cum while she was feeling Max's pussy smash against her own.

Max wanted to lean down and kiss her. She wanted to play with her breasts. She wanted to rub her body all over El. But this was basically their first real interaction and it had gone from an argument to a shoving match to El getting hurt and now Max was fucking her. Max laughed at the situation.

"What's funny?" El asked. She was pulling Max against her harder, not letting their pussies disconnect.

"I was just thinking I want to kiss you right now but that seems odd since we argued and I pushed you and now I'm fucking you." Max felt it coming. "And now I'm about to cum on you."

"Oh, do it. I wanna feel it. Don't…don't stop. So cl-close. You're f-fucking m-me really _n-niice_." El moaned.

"I'm…I'm about to cum," Max announced before quickly following with, "I'm cumming." It was a whisper. She couldn't believe how amazing it felt to be cumming on El after rubbing her slick wet pussy on hers for all this time. She couldn't believe it was happening and she couldn't believe how hot it was to watch it and to feel it.

"Me too- Oh! Don't pull away! Oh, fuck! Please stay on me. Please keep rubbing me. Max! Oooohhhhhh!" Feeling Max cum on her had sent El over the edge. She could feel herself throbbing and wanted to make it last. They were both shaking, still glued together; fused by their pulsing cores. Max kept rubbing her softly after they came, using her own pussy to stroke El's until both of them stopped trembling.

After the excitement finally diminished, Max rolled onto the air mattress beside El.

"I'm really sorry I didn't give you a chance before. I'm a total bitch. You never deserved for me to be mean."

El rolled to face Max.

"I know how it feels to be lonely. I know how sad it is. I know how it is to feel like all you want is someone to talk to, someone to understand. Like, if you only had someone who was okay with who you _really_ were, your life would be okay even if it's bad otherwise. I forgive you, Max. Are we friends now?"

El could smell Max's lotion. Max smelled like coconuts.

"Do you _want _to be my friend?" Max asked.

"I think if an argument between us can turn into an intense orgasm then a friendship could be pretty great."

"_Orgasm_. How very doctor-y." Max laughed.

"I might be someday," El mused. "Um, do you um, still feel like you, um, wanna kiss me? I only ask because I promised myself new experiences and after today, I think maybe I skipped ahead."

"I really think I should. How can I be someone who's had sex with a girl but has never kissed one? That seems backwards." Max leaned in.

El could feel hear heartbeat in her ears. She felt _nervous_ but not at all strange. She was experiencing new things and she still loved only Mike. This had just happened. And as she felt Max closing the space between them she realized that both she _and_ Max were experiencing new things. Together. To El, that was what a friendship should always include.

Max's lips brushed gently and hesitantly against El's. At first it was only their lips that were touching, exploring. They both giggled at their obvious nervousness.

"Do it for real," El whispered between giggles.

Max became more serious and the kiss deepened. For her, it was soft and sensual, not at all like Lucas or even Mike. It was _caring_.

For El, who adored kissing Mike, the kiss was very different than what she was used to. Max was extremely gentle and her skin was smooth. Her lips were softer than Mike's. There was a playfulness to it, something that seemed to hint that all games with Max might be fun. It was then that El realized that Mike was _love _and Mike was _home_ and Mike was everything she wanted. But Max…Max was _fun. _ Not that Mike wasn't, but El could easily see the benefits of having a female friend.

They only stopped because Max remembered she still had to put the clothes into the dryer. When she came back to the air mattress, she examined El's head again.

"Still hurt?" Max asked as her fingers gently probed El's slightly bruised head. She could feel a knot that had formed.

"Just a little," El replied.

Max kissed her where it hurt, softly, not applying any pressure so as not to make it hurt more.

"I'm really sorry, El. I'm so sorry I pushed you." Max hung her head. How could she have hated a girl who was so caring and so amazing?

"I'm kind of _not_ sorry you pushed me. I wanted to be your friend. And now I am. I've never had a female friend. You can always talk to me. I might not understand every situation, but I'll try. And you can explain things I don't know, like _girl_ things. There's a lot of regular stuff I don't know and I could ask Mike, but some girl stuff he's not gonna know either."

Hearing El mention Mike made Max cringe.

"Fuck, El. I'm sorry about that too. I shouldn't have used Mike, or let him use me. I'm a shitty person."

"I don't know everything, but I know we do weird things when we're lonely," El said. "And I think you're better than you think you are. I don't think you're a shitty person. I think you're trying to find your way just like I am."

Max wasn't ready for the hug that followed. El embraced her and held her. Max could feel the tears coming. She hadn't known until she felt it how terribly badly she just needed a hug. She moved her arms to hang on tightly to El, clinging as though she had finally been found after being lost for so long.

**A/N: I've got to do some touch-up and rewriting of parts of chapter 19 so it might be a few days. Everybody please stay safe, from anywhere in America, to the Netherlands, to Romania, and Wales and everywhere else. A trampoline park I once visited had a great sign that is just plain old good advice: AVOID OTHERS.**


	19. Chapter 19

**Sorry for this Dolores Claiborne of a chapter, I couldn't find a decent stopping point until the end of it. I just want to say that El is a grownass woman who can make grownass decisions and anyone in her life is lucky to be there. I wish I had an El. For a minute, I did. **

* * *

The leaves had started turning and the days were getting shorter. Mike felt happy; happy to have El back, happy that Max didn't hate him, happy to be alive.

One Saturday in the middle of October the Party had planned to go to a movie. The movie wasn't until the evening though so Mike and El had spent the day together, having lunch before strolling through the park. It wasn't _cold_ but it wasn't still summery warm and the park didn't have as many people milling about it as one might have expected.

They walked slowly, just talking and holding hands.

"I've never even asked you what you did to pass the time in the cabin," Mike said as they walked. "That's stupidly selfish of me."

"No, it's okay. I read a lot. Hop brought me textbooks, even college ones, and I read them all. Dictionaries, any sort of reference books. I started with those and Dr. Seuss. Then as he noticed that I could remember everything I read, as _he_ put it-I wasn't _remembering_ anything, I _knew_ the stuff- he'd bring home more advanced things."

Mike listened, wondering how much El had soaked in over the years.

"When I was 15 I think he started having me take a practice version of the SAT twice a year. At first it was confusing because I wasn't used to that sort of testing, but by the third practice test I got a 1450 and the last time I took one I got a 1600."

"So since he did that, do you think he was planning for you to go to college?" Mike asked hopefully.

"I don't know. I think somewhere inside him, he knew that he couldn't keep me to himself forever. He knew I'd need to have a life and I'd have to have tools other than what I can do to help me. He used to get so excited when I'd show him how to do calculus. He'd never been able to do it in school, he said. To me, it was easy. But I like other things more than math I think."

They had walked near the children's playground. It had a set of four cement rings that had probably been intended at one time for a road building project, probably meant to be big drainage culverts, but had been repurposed for kids to play in and on. Mike and El went inside one of them to continue talking.

Because of Mike's much longer legs, his were bent a little but he had headroom. El could fit anywhere. They sat facing each other.

"What kind of books did you like best?' Mike asked.

"I liked the ones about friendships, as far as stories went. Like, one of my favorites wasn't even something Hopper brought me. It was his and I'm not even sure if I was supposed to be reading it. There was a story in a book called _Different Seasons _and it was about four boys who went to find a dead body. In fact, it was called _The Body_."

Mike knew exactly what she was talking about.

"That story has been made into a movie and it's superb. They called it _Stand By Me._ It's on video now. We can watch it some time. Yeah, that's a great story. It um, it made me cry."

"Really? Cool." El smiled. She could feel herself becoming warm.

"I wanted to know about sex and stuff but all he would bring me were textbooks that made sex seem so mechanical. I thought surely it was boring. But um, it's not." El scooted closer to Mike.

"I also liked the textbooks about how the brain works, like how we _think_, not neurons firing and stuff like receptors and synapses, though those are interesting too. Like the psychology stuff and abnormal psychology. It's really fascinating."

"Hmmm, yeah, maybe you could figure out why Max is so the way she is," Mike joked. He pulled El into his lap, her legs straddling him. Her plaid skirt lifted a bit and he could see her bare knees.

Hearing Max's name made El remember she had some information to give Mike.

"Um, Mike? I need to tell you something." Her voice got more serious.

To Mike, the tone he heard wasn't as serious as it was seductive.

"What's that?" He asked, already tracing his fingers along El's thighs.

"Max and I are friends now. And we, um…we kind of rubbed our pussies together and kissed a little bit."

Mike tried to stifle his laughter. There was no way that had happened. El could tell he didn't believe her.

"Mike, I'm not lying. Friends don't lie."

Mike smiled, his hands getting closer to El's panties.

"You're not lying. You're _joking_. Not the same. Still hot to think about though. How are you so sexy all the time, whether you're laughing or crying or trying to kid me? Just _all the time_."

El had tried. She'd told him the truth and he hadn't been ready to accept it. But his hands felt nice, and she felt good sitting on his lap. The fact that they were in an open playground with only a few inches of cement hiding them directly and how anyone who walked past the rings would see them made her feel extra tingly.

El leaned closer to kiss him.

"Want to have me in the park?" She breathed, a mere whisper over his lips.

Mike's hands instantly left her thighs but only for a second, just enough time to unfasten his pants and expose his hard cock.

"Want me to?" He whispered back even as he was pushing her panties aside. He could feel how wet she'd gotten, her panties were damp, and he held them in place with his left hand while with his right he held his cock and searched for her slick warm opening.

"Fuck me in the park. Here in the kids' playground," El was saying even as she was moving, having felt the tip of Mike's warm dick and letting herself engulf it. She moved quickly, as though she _needed_ to be fucked.

From his angle in the cement ring Mike had to have El sitting a little higher on him than if they'd been on a bed and it caused the sensations to be new and overwhelming. Mike only hoped he could get her off before he exploded. It was almost more than he could take.

El rolled her hips over him, never lifting herself, only grinding onto him and keeping him deep inside. She cradled his head closely and never stopped kissing him deeply as she fucked him, only pausing to whisper what she was thinking.

"I can't believe you don't believe me," she said, smiling at him. "You don't think I could rub my pussy on Max? You don't think I might like to see how it feels? If my pussy feels good on you, don't you think I might like to see what one feels like on _me?_" El knew she was turning Mike on more. She could read people. The way he was squeezing her tighter as she spoke quietly to him, how his hips moved with hers, seeking to make her clit touch him anywhere he could so she'd have a better experience, told El that Mike was indeed liking what she said, whether he believed her or not.

"S-so hot to think about. El, I'm gonna cum soon. Please make yourself cum on me. I don't have a lot of time," Mike pleaded, feeling himself already tightening. Thinking about how it might look to someone passing by the ring and glancing inside, seeing El's hips gyrating and swirling on Mike, her skirt askew, his hands on her ass…Mike could see it in his mind and he knew if _he_ saw that he'd be hard instantly.

"Want me to cum?" El whispered sweetly, never stopping what her hips were doing. She had him as far inside as she could take him and still she continued to push.

"You're so fucking hot letting me fuck you in the park in the middle of the day. I'll do anything." Mike's feet suddenly moved to a higher point on the other wall of the ring and sent himself a little deeper.

"Oh, fuuuck, just like that," El panted. "Now every time I move my, fuck, hips my clit rubs you harder. Oh, Mike!" El whisper-screamed. "I'm cumming on you right now." She bit her lip and continued rocking a couple of times before she could no longer move, held in place by what she was feeling.

Mike could feel her. He was inside her after all. Finally he could let go.

"I'm filling you with cum in the Hawkins Children's Park," he said matter-of-factly. "Please, please take it." Mike didn't know why he was begging. He knew El would take it. It just seemed like it made it hotter to beg.

El stayed astride him for a few minutes after. They held each other close in the cement ring, nuzzling and kissing and whispering words of love.

"That was really fun," El said quietly into his ear.

"Everything is fun with you, El. And we still get to see a movie later."

"Yeah, I need to go home and take a shower. I want to change. I'm glad Hop is working tonight. I get to sleep with you. I love that." El said, her head on Mike's shoulder.

"I love _you_. I'll always give you anything you want." Mike rubbed her back.

"Will you buy me popcorn tonight?" El asked, perking up.

"I'd buy you the _world_."

* * *

When the Party got to the theater, there seemed to be some tension between some members. Mike was still in a fog from his earlier tryst in the park with El, but El could sense that not everything was right.

For instance, Max looked sad, like she'd been _crying. _El was concerned so as the boys approached the snack counter she tried to find out what was wrong.

"Lucas and I broke up," Max said. "I can't get into it right now. I just want to forget today."

None of the boys seemed to notice Max or even how arrogantly pissed off Lucas seemed. They carried on as they always did. El took Mike's hand and he noticed that her face seemed worried. He chalked it up to them being about to watch a horror film.

As they filed into the theater to see _Halloween 4: The Return of Michael Myers_, Mike noticed how Max and Lucas sat on opposite ends of the group. El had positioned herself beside Max, with Mike on her other side. Mike didn't think much of it

Nor did he see that El held Max's hand throughout the film.

After the movie, Mike was driving Max home with El in the front seat. The plan had been that the two of them would spend the rest of the night together since Hopper was working.

"Sup, MadMax? You not gettin' what you need from Lucas?" Mike asked, adding under his breath, "He never gave you what you really needed anyway." Max huffed in annoyance. When El looked back at Max and started speaking Mike didn't think much of it until he heard her change their plans.

"It's okay, Max. You can spend the night with me. You'll feel better in the morning. I promise." El had said.

Mike gripped the wheel, internally freaking out for the first time in weeks. He had really been looking forward to being with El. It scared him that the old feelings came back so quickly.

When they arrived at El's house Mike walked them to the door.

"Can I come in? I'm sorry, I shouldn't have said anything about Lucas. Please let me stay," he almost begged on the porch.

"Not my house. I don't care," Max huffed, annoyed that Mike still had the nerve to push the boundaries.

She glanced at El and even though the smaller girl tried to seem tough, she had already learned to read her sometimes. This was one of those times when Max could easily tell that despite her seemingly angry demeanor, El still couldn't say no to Mike.

And so they all walked together inside the house, silently and with Max and El in the front while Mike just followed them like a lost puppy.

What Max didn't expect, though, was for El to grab her hand even before opening the front door, not planning on letting go anytime soon, not even when they were already in the small living room. The ginger girl was still upset about the entire day and could barely look at Mike after his stupid remark, but she could still see him from the corner of her eye. He was already sitting on the sofa and probably being desperate about his precious El giving him the cold shoulder. It amused Max to see him so distressed, but her thoughts were soon interrupted when El tugged on her hand and asked if she wanted to go to her bedroom.

Max nodded, a bit stupefied but happy nonetheless that at least El cared about her.

El wasn't completely sure how to cheer Max up but she knew a couple of things. One was that Max had a bad day and also definitely seemed mad at Mike, or at least very annoyed, at the moment. The other thing she knew was how much better she always felt when someone she cared for touched her.

Besides, they had fooled around before, although unexpectedly. El thought that had been fun.

But right now she was just trying to make Max feel happy.

"Sit down," she dragged Max to her queen size bed, still holding her hand. El only let go when she had Max where she wanted her. Then she crawled around behind her and started to massage Max's head.

"What happened? Why was Lucas acting like he hates you?" El had noticed the tension at the theater.

"I don't want to talk about it right now or I'll cry. I don't want to cry," Max said softly.

"When I feel sad Mike does this. He always talks about how long my hair has gotten. He did it when we were kids once, you know. Just once, but I held on to the memory. And he does it now too. It makes me feel safe." El's fingers would dip down occasionally to Max's neck and she found herself moving Max's fiery locks aside, away from her neck so El could see her skin.

Thinking she was being nurturing, El softly kissed Max's neck, her fingers still entangled in her hair.

"Oh. Yeah, uh...that feels nice. But you don't have to. You can go and stay with Wheeler. Don't get me wrong, this feels ni-nice," Max squirmed under El's neck kisses. They tickled and she felt it in places she knew might not be appropriate for the circumstances.

As much as she'd despised El before she had gotten to know her, she couldn't have felt any more different now that they had become a lot closer over the weeks.

El was always so sweet and eager to listen, never judging her, and Max hadn't known how much she had been craving something like this before meeting her.

But here she was now, placing feathery kisses on her neck and shoulder and Max sighed in content, forgetting for a while about how much of an asshole Lucas had been tonight or how badly she wanted to just punch Mike in the face.

"Do you want to borrow some of my pajamas?" El asked. She was feeling funny, not unlike when she did things with Mike. But Max was different, softer. "We could both change. Mike will be okay. He's the one who wanted to stay."

El hoped that Max would accept her offer. She also was already thinking about the two of them changing from their regular clothes. Thinking about watching Max take off her top and her pants. Thinking that all she really had were some of Mike's old t-shirts and how they'd probably be a little shorter on Max than they were on her. El found herself becoming very eager to get undressed.

"Yeah, you're right."

As she turned around to face El, Max couldn't help but let her eyes linger on the girl's plush lips. She alternated her gaze between El's eyes and her mouth and as much as she wanted to lean in and taste it, she decided not to. After the day she'd had, all she really wanted to do was let someone else make decisions that might put her at ease. It seemed to Max that her choices always led her to heartache. She preferred to let El take the lead and she would just follow, and for now El just wanted to change.

And so Max followed her, undressing right after El as they both stood in front of the closet. When El took her bra off Max forced herself not to stare for too long at her perky breasts and think of their time together. It's not like she was _gay_, Max thought to herself even though her core was already throbbing and aching to touch El's naked form.

But before she knew it, the brown haired girl had the shirt on and Max decided to do the same, covering her almost naked form with one of the nerdy t-shirts Wheeler had worn as a kid.

It hadn't gone unnoticed by El that Max had looked at her when she undressed. She'd read enough books over the years to understand that Max might be having some sort of internal conflict.

"Mine aren't as good as yours. See?" El lifted her shirt to allow Max a much better view.

"I don't know if Mike likes them. He never really says. What do you think?" Without warning, El took the shirt back off, leaving her in only her mint green cotton panties. She was feeling warm anyway.

"Can I see yours?" El asked innocently, but what she really wanted was to feel them. Her own were nothing much and touching them didn't do anything for her but Max's interested her much more.

"Sure."

After giving El a reassuring smile, Max lifted up her shirt until her breasts were exposed. They were bigger and paler than El's, but definitely not prettier. She wanted to compliment El on hers, but before she even got the chance to say anything, she noticed two delicate hands launching toward.

"Oh. Okay...you can do that," Max broke into a nervous laugh but let El fondle her boobs. Something about the way El was touching her now and taking care of her tonight made Max's breath catch in her throat.

After hesitating for a few seconds, she grabbed El by the back of her waist and pulled her closer with one hand while she used the other one to cup the girl's left breast.

"I bet Mike loves yours. He's probably too stupid to say anything about it, but they're really nice. They're uh...small...but really soft. I know_ I_ like them."

El gasped upon feeling Max touch her. Even with the two of them both half naked it still surprised her that the much more experienced, and in El's mind, _prettier_ girl would even_ want_ to touch her. She felt herself getting wetter between her legs, like a sudden gush. El wanted to do more. She had spied on Mike and Max enough in the void to know a few things that Max seemed to like.

With their hands still groping each other's breasts, El pushed Max back onto the bed, landing on top of her.

"Feels nice to touch them together. Can...can I suck on yours?"

"Yes. Please."

Max was dumbfounded to hear the word coming out of her mouth. She was so used to having boring, plain sex with Lucas or talking back to Mike during their moments that she was shocked to hear herself begging El to suck on her breasts.

El, on the other hand, was too busy eyeing Max's chest to even pay attention to the words she used before she dipped lower and darted her tongue out. The slick muscle went right around Max's nipple and the ginger let out a soft moan.

"You're learning quick, El," Max tried to encourage her and ran her right hand through El's brown locks as she started sucking on one of her boobs.

"Shit...that's...fuck, that's nice."

"None of Hop's books said anything about this. Those books were all diagrams and Latin words. Made sex sound so institutionalized," El breathed between licking and sucking.

They weren't even touching their privates and Max could already feel the juices oozing out of her. Everything El did was so pure yet erotic and it didn't help that every part of her was so smooth and soft because all Max wanted to do was touch every inch of El's perfect body.

And that was what she did next, her right hand traveling from El's hair to her back and all the way down to her ass. The smaller girl arched her back when Max squeezed her butt and that was Max's cue to go further and sneak her arm between their bodies until her fingers rested on El's panty covered pussy.

"Can I...touch you? For real?" She murmured close to El's ear while fumbling with the edge of her panties.

Without removing her mouth from Max's nipple, El clasped her hand in Max's and pushed it down, down between their bodies. She could feel Max's warm fingers against the fabric of her panties.

"Touch me for real then," she breathed, finally coming up for air. Her eyes locked with Max's, their faces so close.

"I know Mike likes it with no hair...like you. So I do that, not that I have much hair anyway. It feels slippery. Is it?" Max still had her fingers on the outside of El's panties and El wanted nothing more than for her to slide them underneath the elastic. She felt Max moving her hand around and couldn't stop herself from brushing her face against the redhead's cheek, then their noses touched. Then finally their lips.

Max welcomed the kiss, and it didn't take long for their tongues to meet and dance against each other. She moaned into El's mouth when she finally let her fingers explore the smoothness of her shaved pussy. It was soaking wet and ready to be teased and Max didn't hesitate to dip one finger inside El while they breathed into each other's mouths.

"I wanna take them off. I'm gonna, okay?"

She made sure to let El know what was going to happen. Max wasn't sure why because she knew El was not some dumb little child. El was smarter than anyone Max had ever met. Still, there was a quality about her that made Max want to be very clear about what was taking place. Max didn't know why she did it, though, because El seemed eager to be touched and played with and so it didn't take long until her panties were tossed to the floor.

Now she was back on Max and stark naked, her bare cunt rubbing on Max's freckled thigh while the ginger encircled her arm around El's bottom and brushed her fingertip over El's hole from behind.

"You're so wet, shit I- El...I wanna taste it."

El nodded, tugging at Max's own panties. "Off," she said in her most commanding voice. She was so enthralled in what was happening that she had forgotten that Mike was in the living room. She flipped Max over, it was easy with the help of her powers, and pulled her panties over her ass, watching as Max's pale skin came even more into view.

"You're so pale, like Mike," El whispered as she removed the material from Max's feet. Then she flipped Max back over and was once again on top of her, only now they were both completely naked.

"You can taste. But I want to too. Wanna go first?" El was rubbing herself on Max's leg, becoming more aroused with each passing second.

"We can um... We can do it at the same time. You can sit on me if you want. I'll show you."

El was so compliant they didn't even have to deal with the awkward moments of telling El how to sit. She just followed Max's lead and soon ended with her pussy hovering over Max's face while her own head was buried between the ginger's legs.

"If it's uncomfortable you can tell me, okay?"

Max heard El humming in approval and it made her heart swell to think about how easy everything was with El. It was obvious from the way she didn't waste any time from then on and went straight to kissing Max's core while planting her own pussy onto the freckled girl's face. Max didn't mind it and instead welcomed it immediately, her small hands cupping El's ass and holding her in place and she encircled her tongue around the engorged clit.

El wanted to show Max that she accepted her for how she was so she gave her best effort when attempting to please her. Actions over words, she'd once read in one of the psychology textbooks that had come to be her favorite.

And El really liked what she was doing.

She could see Max's clit peeking out, swollen and aroused, and she let her tongue barely touch it. She'd found that less was actually more when it came to that and she definitely liked the soft moans and sighs she could hear coming from between her legs.

"Feel good? I like you lick-ing me. When you do it soft on the sides, the labia majora..." El still wasn't sure of every term, only knowing the very technical ones, so she demonstrated what she liked on Max, softly running her tongue over Max's labia, tasting her essence and feeling her juices smear over her face. She did it again, even softer this time, mimicking how Max was teasing her. She really liked the teasing.

Max laughed audibly.

"You can just say _lips_, Doc. Damn, you're like a freaking health class slide show." Then licked again. "But a really _hot_ one."

"And I like this," El went on, moving her lips to Max's clit, stroking it with just her bottom lip before lapping at it, flicking her tongue over it, and then gently sucking on it.

"You probably do it better though," she sighed, but still didn't stop swirling her tongue over Max's most sensitive spot.

"N-No...you're really good. Just...try to put your tongue in. If you want. Like this," Max announced before exemplifying it to El.

Keeping the tanned cheeks apart, she dove right in and penetrated El's hole with her tongue. She alternated between that and going back to her swollen clit, but focused more on fucking her muscle in and out of El's hole until she did the same.

It caused Max to moan against her pussy, the vibrations tickling El and bringing her hips even lower on Max's face.

Once El felt Max stick her tongue inside she did the same, because the feeling was too good not to give it back. She gripped Max's thighs so she could steady herself as she buried her face in the other girl's wet pussy.

Mike had been waiting patiently in the living room for well over thirty minutes. He finally decided to see what the girls were up to. After all, this was supposed to be _his_ night alone with El and now Max was bogarting his El time. As he neared El's closed bedroom door he didn't hear giggling or talking, like every time he passed his sister's room when she was having a sleepover. He heard muffled moaning. It concerned him. El was a quiet person but Max definitely wasn't. Mike knew that well.

He knocked softly but got no response. So Mike opened the door. His eyes landed on his beautiful love, the girl he'd mourned and who had come back to him, and his fuck toy, the girl who let him do unspeakably dirty and hot things to her while he was in so much pain, hungrily eating each other out, oblivious to Mike entering the room.

The sight was so erotic Mike felt his dick instantly turn to stone, but he also felt a little rage. El had been _joking_, he'd been so sure of it.

"What in the _fuck_?!" Mike yelled. "What are you doing to her?!" His questions were solely aimed at Max. It had been a fantasy of his but in real life he only wanted to protect his precious El.

Max was so startled her thighs hit El's head by mistake. But as she was about to apologize, her eyes locked with Mike's and she had no idea what to do first.

She wanted to start with removing El from her, but the girl was adamant as to stay on top and so Max gently guided her until she just sat on her hips. It was enough to face Mike without feeling ashamed and she didn't miss the way El crossed her arms over her small breasts as she glared at her boyfriend. It was almost as if she was annoyed that he dared to interrupt their moment.

"It's not what you think, asshole. I didn't make her do anything. She was just trying to make me feel better, unlike anyone _else_."

Mike tried to ignore his throbbing cock. It worried him that El seemed to be covering herself. Like she was ashamed for him to see her.

"El, it's okay. You didn't do anything wrong. Did Max make you feel like you did?" He wanted to hold her but he couldn't move. His dick was harder than ever seeing El sitting naked in Max's lap.

"She's not a fucking _child_, Wheeler! Stop treating her like she's _not_ the most intelligent being you'll ever meet in your whole life! El is _brilliant_ and it pisses me off when you act like she's still 12 years old." Max discovered a rage that she hadn't known was there. El was _important_ and she'd never do anything to make her feel otherwise. Not now anyway. Not ever again.

El looked at Mike with her big doe eyes.

"No. I wanted to. I told you this afternoon that she and I had done stuff. I wanted to make Max feel better. You were mean. In the car. You knew she was sad." El continued to cover her chest with one arm, but with the other she reached for Max's hand. Their fingers locked together. "And it feels good. It's different than when we do it. I know why you liked to do things with Max. She's good at stuff. And she smells nice."

Mike felt guilty. He hadn't known El was so in tune with everyone's emotions. He also felt out of place, like he'd interrupted some secret thing, something he wasn't supposed to be a part of.

"Well um, guess I'll go then. I'm sorry I interrupted you. El, call me later?"

When El brought her hands to Max's and intertwined their fingers, Max could tell that she was being honest. And more than that, Max realized that she was no longer by herself. El was a true friend to her and it made her feel fuzzy and soft on the inside to know that she had someone to count on.

Until now, it had only been Mike who knew her true self. But he was mean and nothing like El. He didn't care about her feelings that much or if he would hurt her or not and while Max had preferred it that way, she would have lied if she had said she didn't like the way El was treating her.

But she couldn't ignore Mike either. As much as she hated him right now, she didn't miss the way he flinched when El grabbed her hand or how heartbroken he seemed now that El was being so cold to him.

"You can watch. You like watching, don't you? Maybe you could've done more if you hadn't been a jerk to me, though."

Despite trying to remedy the situation between Mike and El, somehow Max couldn't help but throw jabs at him.

"Yeah, Mike. Want to watch?" El asked. Her arm dropped, uncovering herself. She twisted herself around until she was facing Max with her legs going around the girl's waist. She scooted even closer. El could feel their combined warmth as her pussy brushed against Max's.

Mike found enough strength to move himself to a small chair near the bed, where he continued to watch.

"When I sit this way my boobs touch Max's. It feels soft and nice," El explained. She was running her fingers through Max's hair and looking at her while she spoke to Mike. "Does it look nice?"

Mike wanted to rip his jeans off and frantically jerk himself off. He couldn't remember the last time his dick had ached so much. Instead though, he shifted, trying to get comfortable.

"Uh, yeah. Looks really hot, El. You b-both do. Did you kiss her?" Mike decided that if he could only watch, then he might as well make some memories to use later. "You should kiss her. Let me see."

El had been gently rubbing her nipples against those of Max, sometimes pressing herself into her. She always wanted to do what Mike wanted so upon his request she leaned in. She made it slow, knowing that from the chair's position in the room Mike would have an excellent view.

"Like this?" El asked, nibbling on Max's bottom lip before licking it. Her tongue moved achingly slowly, traveling along Max's lips until El finally inserted it into Max's mouth. She could feel Max's hands on her thighs, her thumbs moving closer to her pussy, which was starting to throb. El felt like she needed so much more.

Max found it nerve wracking at first to have Mike lurking on them from a distance. It made her self-conscious of her every move and wonder if Mike would be mad if she touched El without him being able to do the same.

But after a few minutes of getting coaxed by El's sweet kisses and touches she let go of her inhibitions and gave in completely.

She started out slow, her hands that were resting on El's back fell lower and moved onto El's bottom as she kneaded the girl's flesh between her fingers. Max knew she was putting on a show for Mike every time she'd part El's ass cheeks and tickle her holes with the tips of her fingers.

Her touches made El's breath hitch and move lasciviously over Max until the latter could no longer take it and decided to guide El's sodden cunt right over her clit. They were still breathing the same air, kissing and nuzzling their lips together when Max carefully led El's hips over hers.

"Just move on me. I'm gonna help you, okay?" She murmured in a reassuring voice as she kept her promise and showed El how to grind on top. Max knew that El knew what to do but she also remembered the time in Mike's bedroom when he'd mentioned how Max might guide and teach her and how hot that would be and while El didn't need as much teaching as she may have thought she did, Mike didn't have to know that. So Max took full advantage of getting to be in the role of sex mentor. Her hands were still on El's ass but they soon moved to her pussy and she slowly fingered her from behind, pumping her digits at a steady pace just so she could mess with Mike.

Mike was dying. Fantasizing was nothing compared to this. This had the white hot intensity of a thousand suns.

"Fuck. Yeah, do you like it when Max spreads your ass apart? It looks so good. I can hear you breathing," Mike shifted again, wanting to touch himself.

"Uh huh. I like the tickly feeling when she touches me there too. Makes me get wetter between my legs." El answered before kissing Max again. This time she tilted her head to look at Mike while she kissed. Seeing him watching, looking hungry and desperate, made her want to push herself harder into Max. She could feel their wet skin smashing together as she started to rub faster, never breaking eye contact with Mike.

"I can see you rubbing your pussies together. You're both so wet. Does it feel good? Max, does my girlfriend's clit feel nice when she rubs it against yours?"

"You wish you knew, huh?" Max glanced at him when El was preoccupied with kissing her neck. "But yeah, it feels...fucking amazing. Come closer. You should see how wet she is. How wet _I_ made her."

Mike didn't hesitate to occupy the empty space in bed next to Max and lean down to see the way she was spreading his girlfriend's cunt open. And Max was right; El was dripping wet and rubbing on the ginger girl's pussy increasingly faster and Mike had to focus to keep up with every little detail.

"Do you want to let him taste you, El? You can still stay here on me, but I feel like he's about to drool at any second if you don't let him lick your pussy. Look at him, he's desperate," Max tried to stifle her laugh as she glanced at Mike before El turned her head to do the same.

"Mike is wearing too many clothes. If he takes them off do you think we should let him play too?" El asked Max coyly. "Because I do want him to taste me." She was feeling so good that she was no longer annoyed by how he'd treated Max. She never could go long without touching him in some way now that she was back.

"He could taste you too if you want."

Mike also looked at Max, clearly waiting for an answer.

"Can I? I could make you both cum." He thought at least he had that. He almost begged in a desperate tone.

"I'm pretty sure we could get there without you, but...fine," Max replied cheekily as she still moved two fingers in and out of El's pussy.

She watched Mike take his clothes off with the speed of light, his hard cock bobbing out of his boxers within seconds before he was on his stomach behind her and El once again.

Removing her fingers from El carefully, she was surprised to feel Mike taking her hand in his and sucking her digits clean. It only made even more juice gush out of her cunt as he swirled his tongue around her hand while she busied herself with kissing El and fondling her ass with her free hand.

Mike was glad Max had relented and was including him. As he sucked on her fingers, which tasted sweetly of El, he felt himself relax and no longer seemed worried. The angle was little tricky though.

"Here, what if we do this?" Mike asked. He stood on his knees behind El, his hands caressing her thighs before he pulled them from Max's waist. He pushed Max onto her back, pushing El on top of her. El's legs instinctively straddled her.

"Yeah, now I can reach you better. El, if it feels good you can keep rubbing your hot pussy on hers. Max, move your legs as much as you can while still feeling her. It'll give me some room." Mike was surprised that Max didn't have any sassy remark, only putting her hands on El's thighs to move her legs up more so that she could make room for Mike.

"Are you gonna finally taste me now?" El asked while sucking on Max's neck.

"Oh yes. Now I'm gonna do lots of things." Mike knelt, bending down. He watched El trib herself across Max's cunt for a second. Up close was even better. Then he started with his tongue, spreading El's ass cheeks apart and licking everywhere he could reach. As he neared her pussy he got more excited and began to lap at both of them, both Max and El, and could feel El's movements increase. Max was bucking herself up to meet her and they were both moaning while Mike just sucked on their pussy lips, licked their shiny cunts, and toyed with El's asshole.

Max was so lost in pleasure she couldn't even hold her moans back. She wanted to, because Mike didn't deserve to hear her breath hitching every time his tongue would swipe over her sodden cunt, but it felt too good to be licked and to have El's pussy grinding over hers at the same time.

She made sure to keep El as spread as possible so Mike could have access to every inch of her asshole and cunt because she only deserved the best. El had proven that to Max today after being so sweet and caring and she knew that Mike could only agree with it. El was the love of his life after all.

"Do you...want him to fuck you, El? I don't mind. I'll just hold you while he does it. You can rub your pussy on me," she murmured through gentle kisses as she caressed El's cheek and pushed a few strands of hair away from her face and behind her ear.

El, having spent so much time alone watching soap operas and wanting friends, thought this was the perfect opportunity to show Max that she was definitely her friend.

"Yes. Will you kiss me while he does? Would it be okay if he fucked us both? It would be special. Just for us. My two best people." El worried that Max might say no.

Mike heard their whispered conversation. It touched him that El's heart was so big.

"I want to do it," Mike said. "I can fuck you hard or fast or slow...however you want it. If Max wants it I can go back and forth. Do you, Max? Wanna feel my cock inside you? I know you do. And feeling it while El's clit rubs on yours will only make it better. Come on, you've thought about it. If thinking about it makes you wet then can you imagine how hot it'll be to _do_ it? You know you want it."

"Okay...but because of El," Max partially lied.

She was so turned on she couldn't care less that Mike had been mean to her earlier in the evening. It wasn't the first time he had done it and right now all she wanted was to make her cunt stop throbbing so much at every little touch coming from El or Mike.

She kissed El before Mike could even stand back on his knees to fuck El, but she was taken aback to feel him enter her first.

She gasped into El's mouth and accidentally bit on her lip but was quick to apologize silently as she peppered small kisses all over her mouth and cheek as Mike was inching in until he was balls deep inside her cunt.

"At least give me a fucking warning," Max murmured against El's lips before giving her all of the attention.

Her hands were back on El's ass and toying with her asshole and pussy as she tried to make up for the fact that Mike wasn't filling her up at the moment.

"He's gonna, oh fuck...he's gonna fuck you good. I'll help him. I'll make sure you're ready for his cock. Want me to spread you more?" She asked El as she was now fingering her pussy with two digits and was tentatively trying to add a third one.

Mike was beyond turned on. He was feeling like he wanted to impress them both. El seemed quite content to rub against Max and to Mike it looked like she really enjoyed the kissing, so he didn't think she'd mind if he plunged his dick into Max first. He wanted to surprise her.

"Yes, spread me more," El said between kisses and Mike grabbed Max's legs, lifting them up and pulling her even closer while his cock thrust into her warm familiar tunnel. The way he was holding her legs caused her ass to raise, lifting El as well. Gravity pulled her harder against Max's pelvis. She could feel their pussy lips sucking together and she could feel Mike's cock diving repeatedly into Max's cunt.

"Yeah, Max can help. She can make sure I fuck you really good. She'll lick your pussy while I fuck it. Just like I'm fucking her now. Long and deep. That's what she likes. Right, MadMax?"

"Mhmmm," Max murmured almost in defeat. She wanted to come back at Mike and be mean to him still, but he was plunging his cock in and out of her at an increasingly faster pace. It left her incapable of thinking straight and it didn't help that El was grinding really hard over her clit.

All she could do was keep her word and insert a third finger inside El's small cunt. It was a tight fit and she could feel El's inexperienced pussy contract around her fingers as her hole tried to flutter shut, but Max kept her open as she started to finger fuck her at the same pace Mike was fucking her own pussy.

"I'm gonna lick your pussy while he fucks you. And make sure...oh shit...that you're okay. I'll do whatever you want me t-to, El," Max admitted unabashedly. She'd been submissive before to Mike, but never without a fight like it was in this case. It was still new territory for Max but she knew El deserved for her to act this way. Or maybe not _act. _Max felt like El deserved her very best.

El found that she liked whatever Max was doing. She'd had her own fingers inside herself of course but this was different. Sensual. It was like Max wanted to make her feel good.

"El, tell me what Max is doing to you. Tell me while I fuck her," Mike commanded, though lovingly. He couldn't really see from where he was and was depending on touch.

"She...her f-fingers are inside me. She's touching my asshole with one hand and with the other she's pl-playing with me. I can feel you fucking her. She's f-fucking me with her fingers at the same time. Mike, it feels good."

Mike couldn't really see but El was painting him a pretty good picture.

"Yeah, she's finger fucking you. But I'm gonna _really_ fuck you. Max can't have you all to herself. You're _mine_." Mike pulled out of Max. "I'll give you more later. Right now I want you to keep your word. Help me fuck her."

Silently and obediently, Max carried on with their plan. She helped El off of her before she laid her on her back with Mike positioned between her legs. He was already about to enter El's pussy as Max sat on her knees next to him and attempted to lick El's clit, but she realized the angle wasn't doing them any favor and so she moved on top of El, but not before stopping to plant a kiss on her velvety lips.

"I'm gonna do what we did earlier. You don't have to lick me if you don't want to, Doc. Just enjoy it," she reassured El before her thighs went on either side of El's head. Max's pussy was right in front of El's face while her fiery locks were almost between El's thighs.

Mike heard the new nickname and he made a mental note to ask about that later. He couldn't currently wrap his mind around what was happening, let alone that it seemed as though his girlfriend had been given a nickname by this girl who hadn't even wanted to get to know her earlier.

Max was about to start licking El again when Mike grabbed her hair with care and pushed his dick past her lips. Max accepted it despite lamenting with a hum. She sucked Mike's dick sloppily and made sure he was wetter than ever before he finally let go of her so she could carry on with her task of licking El's pussy while Mike filled her insides.

"I don't think it's gonna be a problem, I can see how wet she is with my eyes. But I _do_ like it when my dick's down your throat. Now lick her good. Just like you'd want it. Feel free to lick my cock too as I stuff it inside her. She's so fucking tight it blows my mind." Mike let himself relish it, feeling the meaty head of his cock pop into El's tiny cunt, pushing slowly until he was hilted. "Jesus, you feel so awesome, El. Are you okay?" He asked, holding himself in place until he got an answer. Hurting El was the last thing he wanted.

He could feel Max's tongue, already working on El's clit. She held on to Mike's thighs and occasionally reached around to fondle his balls.

El, meanwhile, couldn't resist the pussy in her face. Max was dripping onto her anyway and she just had to lick. The feeling of Mike's cock inside her was what she'd been searching for when she had the urge for _more_. Without stopping her tongue thirstily lapping and sucking on Max's pussy lips, she answered Mike.

"I'm fine. Please fuck me now," though her words were muffled by Max's body.

Max had to fight back the urge of planting her ass fully on El's face. She was licking the ginger's pussy so thoroughly, her nose rubbing over the slit every time Mike would pound particularly hard into her and make her whole body bounce.

"Shit, don't...don't be rough with her. She's still at the beginning," Max basically scolded Mike when she realized he was speeding up.

"N-No. Harder. Fuck me like…like you fuck Max. I like that," El objected and wrapped her calves around Mike's ass so she could push him even deeper inside her overly stimulated cunt.

Max decided it was fine as long as she wanted it that way and so she stopped telling Mike what to do and instead focused on having her pussy licked while she did the same to El, sucking and nibbling on the girl's clit. She had to stop once in a while though and taste El's cunt on Mike's dick as he would purposefully pull his cock out of her and point it towards Max's mouth so she could suck on it.

Mike especially liked how it felt when Max's tongue grazed his shaft as he fucked his girlfriend. He also liked how hot it was to look down and see his El, spreading Max's ass apart so she could lick her there.

_Just how much did she see us do?_ Mike wondered.

"Yeah, you should spread her open. Just like that. Do you want to stick your finger in her ass, El? You can. Max won't mind. Show me how you can do it. Just play with the outside first and then get your finger wet in her pussy. Then just slip it in. I wanna see you do it. See you do it while I fuck you. My dick loves your sweet pussy, El. You're so good. Such a good girl always."

Mike was getting even more turned on as he told El what he wanted to see. He noticed that Max hadn't objected.

El's heart was full upon hearing Mike praising her like that. That was all she needed -to know that she was loved- and Max and Mike sure knew how to show that to her.

"Max, should I? Do you want me to?" El asked.

Max was still licking her pussy but upon hearing El's question, she stopped.

"Only if you want to but yeah, it would be cool to have part of you inside me," Max answered honestly. She then went back to sucking on El's lips, gentle long sucks that were a juxtaposition to how Mike was fucking her.

As El's finger dipped inside her asshole she shot back up for a split second and moaned.

"Shit...don't stop." That was her weakness and she mentally cursed Mike for knowing it, feeling slightly embarrassed, despite how much she was enjoying herself at the moment.

Max's eyes locked with Mike's for a moment before she lowered herself back and sucked on El's clit while the tanned girl fingered her tightest hole.

"I wanna feel it too. Does it feel good, Max? I know Mike has fucked you here," she emphasized her point by sending her finger all the way up inside Max's asshole. The freckled girl gasped and hummed in approval and it was enough for El to give Mike the puppy eyes. "Mike...please. I want to feel it too. There. Will you do it to me too? Please?"

Mike couldn't believe El was begging him to fuck her in the ass.

"Are you sure? It might hurt some. But keep doing what you're doing for a minute. Do it for me. I like watching it. Feel all around inside her." Mike slowed his strokes, wanting to conserve energy since now it seemed as though he'd be fucking them both in their asses.

"I'll show you what it looks like when I push my dick into her butt so you can decide. You can watch it disappear inside her. Hear what she sounds like when she's getting assfucked. Then if you still want, you can have my dick in your ass too." He could hear El say "uh huh" but she didn't look away from whatever her finger was doing inside Max's asshole.

"Just let me keep fucking you for another minute. I never want to stop." Mike looked at Max and she smirked at him. He felt like his life was perfect.

"Did I say you're allowed to do that?" Max teased him as they looked at each other.

"Yeah, I'd like to see but that should be Max's decision. We're not _using _her, Mike. We're making each other feel good," El protested hearing Max's tone and how Mike had just assumed he'd get what he wanted. She wasn't used to the exchange of venomous words between Max and Mike and it only made Max soften up and smile up at Mike before turning her head to do the same to El.

"I was joking. If you want to watch him fuck my ass I'll let him," she explained although she knew she wasn't just doing it for El. She craved having Mike's cock rammed in and out of her and she would have never said no to it.

Mike gave El a few more deep thrusts, already excited to teach her ass play.

"Okay, I'm gonna pull out. Max, on your knees. No, you know what? I'll stand and you move to the edge of the bed. El, wanna help me push it in? Just wrap your hand around my shaft and point it where you want me to put it." Mike moved off the bed while the girls got into place, with Max on her knees on the very edge of the bed and El just beside her, so close that El's body was pressed against Max's. El was looking back and forth from Mike's thick cock to Max's tight asshole.

"Don't worry, El. It'll fit. Now help me. Help me fuck her little asshole."

El seemed scared and mesmerized at the same time. The puckered hole seemed so small compared to Mike's thick cock, but she trusted them and so she carried on with the plan. Her petite hand wrapped around Mike's shaft and she guided him inside Max. She already knew that if it seemed like Max was at all in any distress, she'd stop the entire process.

She could hear the ginger girl hissing in pain when Mike forced the swollen head of his dick past the tight rim. El's eyes averted to Max's face immediately, but the moan that followed right after told her she was in fact enjoying it.

"How does it feel?" She asked Max as she tried to find out what to expect later on. El placed her hands on the girl's ass cheeks, spreading her open and gently massaging the globes. She held her open for Mike and rested her chin right above the crack so she could see everything that was happening.

"G-Good. He's not...the best. But it's good," Max suddenly remembered that Mike didn't deserve her to be so nice to him still.

"Right. I'm not the best. I'm just what? Like a drug? Like my fucking cum is heroin and you need constant injections of it?" Mike couldn't help but snap back at Max, easily falling into their old routine.

El narrowed her eyes at him. Mike instantly softened.

"See, El? She's taking it. Taking my, oh fuck, cock. She takes it deep. Max likes it hard. Likes to feel split open. I'll be gentle with you though. I'll protect you."

"Be gentle with _her_ right now, okay?" El warned. She didn't like for Max to be used. Max had been used enough. Mike sensed El's worry.

"See how her hole has opened all the way for me? Max, am I deep enough?" He genuinely asked Max. "Do...you...need...me to...fuck you...harder?" Mike pounded into her with each deliberate stroke, hearing Max cry out with lust and wanting to show El what it really looked like when he was fucking ass.

"Is that...oh-all? It's fucking..." _pathetic_, Max wanted to add, but she didn't want to discourage El or actually make her think that Mike didn't know how to fuck.

Because he certainly _did_ and the pleasure combined with the pain was so overwhelming that Max was about to tear up. And yet she was too proud to let Mike know that, but the way she squeezed the hand El had just extended let the smaller girl know that Mike did in fact know how to fuck. Max's hand seemed to say to El that everything was more than _okay_.

"Fuck her harder," El murmured in awe, her eyes still at the same level with Mike's cock entering Max's asshole.

Mike complied. There was something about hearing his perfectly pure El tell him to fuck Max's ass harder that was wildly erotic.

"You like it? Like watching my dick slip inside her ass? Like how her cheeks jiggle when I stuff it full of cock? It feels really good. But you watching me and telling me what to do is so fucking hot. I love you, El," Mike confessed, his eyes locked with hers as he continued to plow his dick into Max's ass.

"El wants me to fuck you harder. Max, you know El gets whatever she wants from me, but is it okay with _you_?"

"Fucking do it, Wheeler. You know I want it you fucking _nerd_." Max smiled at El, whom she'd noticed look to her for Max's response to Mike's question.

With that Mike pulled his cock almost all the way out of Max's ass, leaving just the tip inside, winked at El, and slammed his dick hard all the way back into Max.

El had to move aside when Mike rammed his cock so deep and hard inside Max she screamed and buried her face into the mattress. El was about to check on her right after; she was planning on kissing her face until she would at least feel a little better, but Mike grabbed her arm and held her in place before pulling her form towards him.

El was taken aback at first but she understood immediately that Mike just wanted to kiss her while plowing Max's asshole and so she let him shove his tongue down her throat without skipping a beat. She was still holding Max with one hand while the other one rested on Mike's neck as they kissed passionately.

It was messy and their foreheads and noses kept bumping against each other because Mike was still fucking Max so hard all she did was yelp and lament into the sheets, but he wanted to keep his word to El.

After over a minute of tasting each other's mouths, El checked on Max.

"Are you really okay?" She whispered, her head so close to Max's face.

"It's g-good. I'm g-good. Go watch," Max sighed.

El resumed her initial position. It was a struggle to keep her chin on Max while Mike fucked her so hard, but she didn't want to miss anything. It seemed to have worked because when she noticed Mike's cock coming almost dry out of Max's asshole, El let a string of saliva flow from her mouth to Mike's cock and the hole he was fucking.

"Shit," Mike breathed seeing the string of saliva dripping onto his dick and Max's gaping asshole. It was still attached to El's lower lip. "How do you keep getting hotter? Do you think you want this? What I'm giving Max? Want my hot dick in your ass? Max got it all warmed up. I wanna feel it inside _you_. Max will hold your hand. Max will do anything you need. Right, Max?" Mike slapped her ass, which startled El.

"Don't worry. Max likes that too. Likes it rough.

"I still don't want her to hurt," El said as she grazed her palm over Max's ass where it had become red from Mike's slap. El wanted to soothe the pain.

Max was touched by the gesture more than she could ever have known she could be touched.

Mike knew the dynamic had changed. El wasn't going to stand for any sort of harm, real or implied.

"Okay, why don't you switch places with her, El? You can kiss her again if you want. Just the two of you right here on your knees."

Mike took a step back and watched as El ran her hands over Max's body. They were in the middle of the bed on their knees, naked, sweat glistening on their skin, Max's hair slightly plastered to her face. He watched as El lovingly moved the hair away, slicking it back with one hand while holding Max's waist with the other. He lazily stroked his hard cock while his girlfriend kissed Max with the same passion she always had for him.

Mike thought if he watched much longer he might just cum where he stood.

"Okay, El? Wanna feel it now?" He suddenly felt like maybe they wouldn't even notice if he wasn't there. El must have heard him though because she sucked on Max's bottom lip, smiling, before turning her attention to Mike.

"Just um, yeah, just like Max was." El was already positioning herself in just the right place. "Would you get my dick wet with your mouth, Max?" Mike asked kindly instead of ordering. "Suck your ass off of it and make it slippery?"

Max didn't hesitate to do what as she was instructed. The phrasing of it, how he'd _asked_ instead of just insisting, she knew was all because of how El wanted her to be treated. She positioned herself right next to El and grabbed a handful of Mike's cock.

"Maybe you should watch this, El. I'll show you how he likes it."

El nodded and turned around, only to sit on her knees obediently next to Max. Her eyes widened in shock when Max spit on Mike's cock before taking it inside her mouth and starting bobbing her head back and forth.

El had tried to suck Mike's penis before and while he had reassured her that she had done an amazing job, El was now realizing that it must have felt like nothing compared to what Max was doing at the moment. The ginger's head would bob repeatedly on his shaft and she would sometimes even dip lower to suck his balls or let her tongue toy with the pink tip before she went back to sucking eagerly. Everything was sloppy and messy, but things were taken to a different level when Max choked on Mike's cock on purpose until the tears formed inside the corners of her eyes and she gagged on his shaft.

"Mike!" El panicked and raised her voice as she tried to push Mike off of Max, only to realize that Max had grabbed onto his hips and refused to let go.

"It's okay, El. Max likes it. Look at how much of my cock she has in her mouth. Can you see? She's almost crying but she wants more. I can feel her tongue. She's sucking and licking at the same time. Now watch this." Mike pushed Max away just enough so that El could see more of his dick. "Look at her cheek. See it?" He pressed the tip of his cock into Max's cheek from inside her mouth, moving it around and causing the flesh of her face to move too. El seemed mesmerized.

"Her mouth feels so nice on my dick. But I wanna feel _you_ from the inside. Are you ready? Do you want me to put it in?" Mike moved away from Max, pulling El to the edge of the bed. He bounced his hard cock on her ass before sliding it through her ass crack.

"Go kiss her, Max. Hold her hands. El, I'm gonna put my dick in your butt. I'm gonna go slow." Mike's tone was low and soft. He caressed El's ass cheeks lovingly with his hands, his fingers draping effortlessly over her entire bottom. He tickled her tight asshole until he felt it start to relax. Mike lined his cock up at El's opening.

"Okay just tell me if you want me to stop. Max, do your thing. El, I'm pushing in now. Oh fuck! Oh shit you're so tight!" Mike gritted his teeth as he went deeper, feeling the exquisite tightness he'd only dreamed about.

Max did as she was told once again. Without too much effort, she managed to slide under El's form until their faces were aligned and she could hold her in her arms.

"Ow...it...it's...Max? It hurts," El whined, her eyes starting to sting from the tears forming in the corners.

"I know. He'll be gentle, though. Won't you, Wheeler?" Max asked him, slightly annoyed. She hated to see El in pain but she knew there was no beating around the bush when it came to it.

As she tried to reassure El with soft spoken words, her hands ran down her tanned back and she tried to soothe her. Her lips attempted to do the same, her mouth pressing lovingly over El's while Mike was still struggling to get all of his cock inside her asshole.

"D-Does it feel good? As good as Max?" El asked worriedly once Mike was fully buried inside her asshole. She could feel his sack resting on her pussy as both he and Max caressed her back and ass.

Mike realized that he needed to slow down. El just felt so amazing that he'd gotten excited, and seeing Max make out with her, actually holding her, was making his brain short circuit.

"Fuck, I'm sorry, El. I'm gonna go real slow now. You tell me anything you want." Mike leaned forward, holding his cock deep in her ass, letting her get used to it, and kissed her shoulders. Then he whispered in her ear, "You feel better than anything I've ever felt or imagined."

He felt El relax more, hearing her sigh into Max's mouth. Max had her eyes open and was looking at Mike. They seemed to share an unspoken idea, or at least to Mike it looked like she was thinking the same thing.

_This is the best person ever. Must protect her._

Mike licked El's earlobe, eliciting a shudder from her, and then ran his hands over her body as he stood back up.

"Gonna fuck you a little harder. Okay? You're taking my cock like you were made to do it. Maybe you _were_. Or maybe I was made to fuck you. Both."

"It's going to feel good, don't worry. Here, I'll help you," Max whispered to El before sneaking a hand between their bodies.

Mike was already increasing his pace, sending El back and forth with his cock as he fucked it into her while Max found her pussy. She cupped her mound and stroked her clit with the heel of her palm while Mike continued his ministrations. El was still wincing in pain but the complaints were slowly decreasing as they were being replaced by pleasurable moans.

Max's hand on her pussy sure seemed to help and El wanted more. She wanted to feel Max inside her too and so she guided two of her fingers inside her freshly fucked pussy.

"You like being stuffed, Doc?" Max teased her. "My fingers in your _vagina_ and touching your _clitoris_?"

Both girls giggled softly at their inside joke. Max's smug grin was wiped off her face when El closed the gap between them and kissed her.

"Uh huh. I wanna feel you both. I wanna...it feels...really good. I want...harder."

Both Mike and Max seemed to have heard her because they both increased the pace as they ravaged El's holes at the same time.

Mike couldn't believe what he was hearing. But then again, El was always doing things that were unbelievable. What got him the most though was how much hotter it was with Max there too. He really loved watching them kiss and how much they both liked feeling each other. He loved how they were sharing him. Max had always been so weird when it came to El, but then again maybe Mike had been the weird one for never letting her talk about El or for saying hurtful things when really all Max was ever doing was trying to understand who El was.

But now it was like she _knew_. She knew El intimately and in that moment it was as if the three of them were the legs on a table; without one of them they'd fall.

"Harder? Okay. El, I'm so deep in your ass. Can you feel my balls rubbing on your pussy? You two are so hot, I love how Max is finger fucking you. I love how you asked for it. Or just took what you wanted. You deserve to, oh fuck, get what you want." Mike pushed forward, making El lay almost flat on top of Max. He could feel Max's hand in El's cunt as he continued to fuck her. Mike ran his hands through their hair, first El's and then Max's.

"Now you can help Max too. Whenever I push in your pussy will rub hers. But I'm not finished with you two. I'm gonna make both of you cum. But if you happen to make each other cum then awesome. I'll just make you cum again. Because I want back in both of your pussies."

"Mhmmm," El agreed, although her mind was already drifting off.

She could still hear the sloppy sounds that came from her pussy and ass being fucked at the same time- how Max's third finger entering her made everything more slippery and how Mike slapped his balls over her cunt repeatedly.

The noises combined with the feeling of being filled up so thoroughly made El squeeze her eyes shut and moan loudly in Max's ear. The freckled girl didn't mind it, instead welcoming every sweet sound coming out of El's mouth as she occasionally drowned them inside her mouth.

"Don't stop. She's gonna cum," Max told Mike as they both continued to fuck El. "Is it good, El? I can feel Mike's cock in your ass. It's deep, isn't it?"

"Y-Yes! It's...Mi-Max…oh, I might...I...ah, fuck..."

Spasming uncontrollably, El came on Max's fingers and Mike's cock. Her holes contracted hard as she came and there was a string of saliva dripping down the corner of her mouth as she moaned with her eyes shut and Max couldn't help but lean in and lick it off her face as neither she nor Mike slowed down.

Hearing El orgasm was quite possibly even hotter than feeling it. The way she cried out, trying to say both _Mike_ and _Max_ at the same time, only made Mike love her more.

"Fuck, you came so hard. Max knows how to touch you. It sure looks like she does. I like it when she talks to you while you're cumming. She knows it feels good. Your ass is gripping me so tight. I'm gonna take my cock out now. I wanna feel it in your pussy."

Mike pulled out and looked around. El collapsed onto Max and the two girls continued making out.

"Hey, don't forget about me," Mike said only halfway teasing.

"Max is so good at kissing," El replied. "I want you to do it. I wanna see you kiss her. It feels good and Max makes _me_ feel good. I want you to make her feel good too."

Mike was surprised, as clearly was Max.

"Are you sure, El?" Max asked.

El grinned.

"You can tell me which of us you like kissing more," El replied. The girls seemed to share some unspoken bond and their eyes laughed.

The redhead rolled her eyes but walked on her knees to where Mike was still standing beside the bed.

"She wants you to kiss me, Wheeler. So do what your girlfriend wants. Make it good." Max smirked and then Mike was pulling her closer.

He nibbled on her lower lip, biting harder and pulling her lip out before his tongue found hers. Mike could feel Max's breasts against his chest and how she was pressing them into him. He kissed her deeply, both wanting to put on a show for El as well as to try to convey how grateful to Max he was without actually having to say anything. It went on for a minute or so with El watching intently the entire time. She didn't even notice that she'd moved her hand down and was playing with herself while her boyfriend kissed her new friend.

Max was surprised to experience the intensity of Mike's kiss. His kisses had always been so rare and it wasn't like he had even initiated it this time, but he was kissing her as if he actually wanted to and it only made her pussy twitch and throb harder. As they kissed, she guided his hand to her pussy and silently told him to play with her cunt while their tongues danced around each other.

And when they were done, they were both surprised to see El watching them from the bed as she teased her clit. Her big doe eyes indicated nothing but awe and eagerness and Max knew they would have to make El cum again.

"Was that what you wanted, El?" Mike asked.

El nodded and continued touching herself.

"Yes. Now I want you both to do stuff with me again."

"Here, let me move some of these pillows." While Mike was arranging pillows Max knelt close to El.

"I like kissing _you_ more, Doc," she whispered. "You _care_ a lot more. And you smell better."

Mike rearranged until he was happy with his setup.

"Okay, Max, lean back." Max looked slightly confused and annoyed, though she was usually annoyed so Mike wasn't bothered. She leaned back against the pillows until her body was slightly slanted.

"Now, El, sit on top of her but face me. Line your pussy up with hers. Yeah, spread your cheeks apart so you can feel more of her." Mike watched as El followed his instructions, sitting atop Max and also leaning back. He had a great view of their hairless pussies; stacked upon each other, shiny and wet, just waiting for him.

"I'm gonna go back and forth until I cum. Max can play with your tits and clit and you can grind into hers. I can kiss you this way," Mike said as he felt the head of his cock enter his girlfriend. She was so warm.

"Fuck, how is it always so good?" Mike let his body cover them and started fucking El. After several thrusts he let himself slip down and into Max. He kissed El as his cock entered the other girl.

El looked down to watch Mike's cock go from hers into Max's. She could still feel her lips touching his shaft as he buried himself into the girl underneath her. She leaned forward slightly, enough to feel her clit against his dick as it fucked into Max. El felt Max's hands reach around to squeeze her breasts.

"I want Max to cum, Mike," El breathed. "She's had a hard day and I want her to feel better." El looked into Mike's eyes.

It was a simple enough sentence but both Mike and Max took it slightly differently.

When Max heard it, she wanted to cry. She wanted to cry because El was so selfless and only wanted to make Max feel cared for and wanted to take away any bad things she was feeling. No one had ever wanted to do that for her. No one she truly cared for anyway.

When Mike heard it, he knew his girlfriend was indeed a superhero. She could save _more _than just the world. El could make a bad day into a good one.

Mike nodded.

"Maybe we can all cum together? El, lay on top of Max now but where you can kiss her. You know, if you want." Mike watched as El complied. He could see her juices coating her legs, how her arousal had dripped and been spread almost to her knees.

When El was on top of Max, Mike made sure their pussies were exactly aligned. Then he slipped his hard dick between them. He felt lips all around him as he fucked both of them and neither of them at the same time, his cock staying firmly encased in only their slick folds, his cock head swiping again and again against both of their clits as he thrust himself.

El felt so close to both of them then, she knew it wouldn't be long before she came once more.

"Is it okay, Max?" El asked from on top of her. Her head was in the crook of Max's neck and her words were whispers.

Max put her arms around El and held her close.

"I can't talk much or I'll cry," she said. "I feel so good right now. Thank you."

El kissed her.

"Don't thank me, just cum with me. His cock feels so nice, doesn't it? And you feel nice too. How do you still smell so good when we're so sw-sweaty?" El asked. She was seconds away.

"Doc, I'm gonna cum. Your pussy…feel it on me…his cock rubbing…Fuck!"

El let go then too. She held on to Max and grinded down, locking Mike's cock between them. She could feel Max's abdomen clenching underneath her.

Mike had heard their whispered conversation about cumming and it turned him on more, but when he felt himself locked between them and felt the new wetness as they both pulsed and throbbed simultaneously, he couldn't have stopped himself for anything in the world.

"Oh, God! I feel you both!" Cum was squiring everywhere. "Fuck, keep moving, both of you, please milk me…still…cumming…" Mike waited until every bit of jizz he had was deposited somewhere between El and Max.

El could feel the sticky wetness between her and the girl below her. It felt warm and nice. Once Mike had finally pulled back, El could move herself off of Max. As she did, she watched the strands of cum that tethered her to Max. She used her hand to separate them.

"That wasn't in any textbook I read," El stated calmly as she licked her fingers.

Max burst out laughing.

"Not only does Doctor El learn by reading, she especially learns by _doing_ and it seems she always gets it right," Max grinned at Mike and El.

"Okay, I think after we all clean ourselves up we need to talk about today and what all happened. I feel like I have no _idea_ what's going on," Mike reasoned.

* * *

They all cleaned up, almost exhausted from the events of the day. Once back in El's room, they sat together on her bed.

"So you weren't joking? I get that now," Mike said.

"Relax, Wheeler, it wasn't like, on _purpose_ or anything. It happened accidentally but it felt really good so we kept doing it."

"I love _you_, Mike. I just want to try everything. You know?"

"And what is this _Doc_ stuff," Mike asked.

"El talks about stuff like a doctor would. Like, _clinically. _I'm trying to teach her some slang. But also because she's smart enough to be a doctor."

Mike couldn't argue with that.

"Lucas told me I was trash today," Max said quietly. She couldn't look at either of them.

Mike was still trying to process the fact that Max and El had fooled around before but when he heard what Max said, he felt himself get angry.

"He said that to you? That mother fucker. Max, I know I treated you…well, how I treated you. But you are _not_ trash. Do you hear me?"

El put her arm around Max.

"Yeah, Lucas is _wrong_."

"Yeah, well anyway, that's why I was sad at the movie. We broke up, which is really not a big deal because it needed to happen for a while, but I wasn't expecting him to say that. I mean, I know it's _true_, but hearing it is different."

"Stop it, Max. You aren't trash. You're my friend. We just had so much fun. Don't let something he said ruin your good feelings. If he said that, he's not your friend anyway." El ran her fingers through Max's hair. Max still couldn't look either of them in the eye.

"You're right. This _was_ fun. I'll sleep on the sofa so you guys can have the bed. Do you have like, a blanket or anything, El?"

El frowned.

"When we moved here I wanted a bigger bed. We can all fit here. Stay?"

Mike let El call the shots. He was still feeling woozy from what all had happened earlier. He was not above letting El have whatever she wanted.

"Really?" Max asked.

El nodded enthusiastically. She pulled her covers back, allowing Mike room to slide underneath them. She nestled herself close to Mike and motioned for Max to join.

"You've had a rough day. It'll make you feel better to know that someone who cares about you is right here beside you."

Max couldn't argue. She slid in next to El.

"Mike, are you mad?" Max asked quietly. They'd turned off the lamp and could all feel sleep almost overtaking them.

"Not mad. That was fucking _hot. _Just don't take her away from me."

"Impossible," El said from between them. "Mike, I promise I'm yours forever."

**A/N: I know how I'm going to finish this story and I think maybe four more chapters can do it. And no, while they may fool around, they will not be some throuple or whatever. This is all just fun. So we'll see how much more fun and what other things El can experience before I send them off into the world.**

**Not sure when next chapter will be. It's all me from here on out. **


	20. Chapter 20

**I love Halloween. It's my absolute favorite. When possible, I put my actual experiences into my writing. I'm sharing, so I hope it's taken well. I wasn't going to update here anymore but now that the story is finished I thought I would, because I know some people only read here. I was getting annoyed that guests would leave me questions or comments. Unless you have an account, the author can't reply to your questions. Maybe keep that in mind, or make a free account.**

* * *

Watching the new Michael Myers movie had spurred an interest in the Party they'd not felt in at least three years. It was almost Halloween, an all-around favorite holiday, but this would be the first time El would ever have the chance to go trick-or-treating and even though they might be a little too old for that, Mike was determined to give El that experience.

But they didn't have a lot of time left.

"Guys, meeting at my house after school to discuss costume ideas," Mike said. They were all standing around their lockers.

"I have practice, I can't make it," Lucas stated. "We haven't worn costumes in years, man."

"Yeah, but El _never_ has," Dustin chimed in. "She should get to do it too. It'll be fun. Don't worry, buddy, I'll make sure whatever we choose, you get to be the coolest."

"I'll stop by and get El," Will said. He lived the nearest to her anyway.

"You guys can't force something on her. It has to be something _she_ likes, okay?" Max argued. "Don't make her just go along politely with what _you_ want to do. Let this be _El's_."

The consensus was mutual, all agreeing that El would have the final say in what their costumes would be.

Later in Mike's basement, the boys stood around the old D&D table discussing costume ideas. Max listened to them tossing around the same basic things she knew they'd suggest. El was sitting on the floor in front of the television, using her mind to flip through the channels.

"We could all be members of the Company of the Ring," Dustin offered.

"Veto," Max said without looking at them.

"What about Star Wars?" Will suggested.

"Eh, too overdone. Seems like we'd be phoning it in. I want something where we _all_ fit. Not just Princess Leia over there." Mike nodded toward El. He knew he was grinning but he didn't care.

"We could do superheroes maybe," Max said as she looked back towards El. Her voice trailed off.

"But that doesn't work because El is Jean Grey but _you_ have the red hair," Dustin was saying as Max cut him off.

"Guys, look." Max was looking at El watching the cartoon on the screen. Her head was tilted to the side, thoroughly engrossed in a colorful episode of _G.I. Joe._

The boys followed Max's gaze.

"Yo, Joe," Dustin said softly.

Mike knew immediately that they had found their costume idea. They all knew it.

"Hey, El?" Mike said, sitting down on the floor next to her. "Do you like this show?"

"I watch it most days, or I did a couple of years ago. I um, well he's a _cartoon_, but I like Flint. I like his beret. And Lady Jaye is cool."

"Hmmm, Flint, eh? You do realize they're kind of a couple, right? What If we all dressed up as characters from _G.I. Joe? _Maybe you could be Lady Jaye? Maybe _I_ could be Flint?" Mike nudged her gently with his shoulder.

"Dude, that's _perfect_!" Dustin yelled, startling both Mike and El from their bubble of _them_. "Max can be Scarlett because of her hair and because, well, Scarlett kicks ass. And I'll be Bazooka, I can use an old football jersey I already have. It's a Hoosier one but it's red. Close enough."

"I can be Shipwreck!" Will said excitedly.

"We'll have to let Lucas be Snake Eyes because I said I'd save him the coolest costume and he always loved Snake Eyes anyway," Dustin reminded them.

"And Snake Eyes doesn't talk, right?" Max said good-heartedly. "Nah, I'm joking. This is for El so I'll keep my opinions to myself. For that day at least."

"We'll have to go to like, the Army surplus store to find stuff," Will pointed out. "We only have this weekend to get it all together. Halloween is Monday."

"So is that okay with you, El?" Mike asked.

"You could be Flint and I could be Lady Jaye?" El was thoughtful. "I think I'd definitely like to see you dressed up as Flint." She grinned at Mike but hoped her face wasn't currently turning as red as it felt.

Saturday couldn't come quickly enough for El. The mere idea of wearing a costume, a costume that was a part of something _bigger_, with her _friends_, only added to her giddy excitement. She knew what trick-or-treating was, she'd watched the boys do it from the void when they were younger. She never thought she'd get to join them. El loved how normal her life felt, how she found even mundane things to be exhilarating simply because she thought she'd never get to do any of them.

Her excitement only faltered when they entered the Army surplus store. El looked around at the equipment and the uniforms, feeling once again like she was 12 years old.

Of course, Mike noticed.

"Hey, it's okay. It's all old stuff. Smells weird too," he tried to reassure her. Dustin, Lucas, and Will were already finding pieces that would work for their costumes.

"That guy is creepy," El whispered, eyeing the lone cashier.

Max heard her.

"It's okay, El. Come on, we'll look for stuff and try things on. Mike can find the perfect costume so he can be your Flint." Max winked at Mike. "I bet there's no way you'll look better than she does," she teased, laughing.

"Knock me out then. Do your best," Mike countered.

El and Max walked through the female uniform section. Max had watched a lot of _G.I. Joe_ too so she knew what they were both looking for.

"Ugh, mine is gonna be weird. Who in real life wears what looks like a one piece swimsuit over her clothes?"

"Maybe we could think of a compromise?" El wondered. She could see Max's problem. "Let's find the dark clothes and make sure you like how they fit. Maybe we can find something to go over it at the mall. I think if we find the right, what are they? Oh yeah, _utility belts_ here then we can maybe sacrifice the whole swimsuit look."

"Then let's find some things to try on. You need green pants and a shirt that's a slightly lighter shade of green. Oh damn! Look, we're in the forest ranger section. Perfect!" Max exclaimed, already heading toward a rack of green ranger pants.

"Hmm, what size? They don't have a lot. Let's take this one and this one. One is gonna be huge, I know it," Max said as she grabbed the pants for El. "Okay, now me. We'll come find a shirt once we see how the pants fit."

They found some navy blue cargo pants for Max to try on.

"Come on, I think the dressing room is this way," Max tugged El along.

El wasn't sure about changing in this store that she found to be creepy and oppressive. Max assured her they would be fine. She hadn't seen the boys since they'd split up to look for clothes.

Once inside the dressing room, the girls modeled the pants.

"I think these will work for me. I can move in them," Max demonstrated a kick, "and they still look okay. Not too baggy." She was looking at herself in the mirror and hadn't seen El try on her own pair of cargo pants. She only turned when she heard El struggling.

"Oh, God, these are so…tight," El complained as she finally got them pulled up. "I'm not gonna be able to wear underwear."

Max looked at her, her jaw dropping.

"Umm, but look how fucking _hot_ you look!? Can you breathe? Can you move? Think you can walk around to all the houses?"

El looked at herself in the mirror. Max was right.

"Yeah, I can breathe. They just don't leave anything to the imagination," she said as she continued to admire herself.

"Stay here for a minute. I'll be right back. I'm gonna go find you a shirt to go with these. I want to see the whole thing. Wheeler's gonna lose his _mind_!" Max left the dressing room.

El looked around the small room. She'd been so preoccupied with the atmosphere of the store that she hadn't let her mind wander. Standing alone in front of the mirror, she thought about dressing rooms, changing rooms, what other stores had them. She then let her mind go further to what might take place in a changing room if one was stealthy enough. El thought of Mike.

It wasn't long before Max was back.

"Okay, since the pants are so tight, I think the shirt should be too," she was saying already as she entered the little room.

El put the shirt on. It was a little bit long but it fit tightly over her chest.

"I know how to fix it," Max offered. "Let's pop a couple of buttons here over your tits…like this. Don't worry you're not showing too much. I'll tie the bottom up like this, like a crop top. You have awesome abs. When we find a belt to hang low on your hips you will be sexier than _fuck_."

El looked in the mirror. Looking back at her was a woman in tight military clothing that showed every curve and made her feel sexier than she'd thought possible while wearing the color olive green.

"You look like a comic book artist drew you," Max giggled. "Like all tits and ass and a boy's wet dream."

"You think?" El asked.

"I _know_," Max assured her.

"You look good too," El told her sincerely.

"Honestly I don't care how I look. This is _your_ Halloween. I'm just enjoying the ride. Mike doesn't know that we scored the jackpot here. Let's not let him see until we're all ready to go out trick-or-treating. It'll be fun to watch him squirm."

"Um, Max? Do all stores have changing rooms?" El asked quietly.

"Most of the ones that sell clothes do. Why?"

"I think I want to try stuff on while Mike watches some time," El said timidly.

Max laughed.

"I know the perfect store for that. You might need my help to sneak him in though. When people start really Christmas shopping in early December the clerks will all be super busy. I think I could help you two," Max said, already knowing exactly which store she was referring to.

"I wouldn't mind that. Maybe you could try clothes on too," El smiled.

"Hmmm, I don't know if _clothes_ is the right term. It's more stuff that goes _under_ clothes. We could try on things we could never afford," Max was saying.

"Well now I _really_ want to," El sighed.

"Let's get through Halloween first," Max chuckled. "It's gonna be really fun. And maybe you and Mike can find a time to sneak off."

"In _these_ pants? These are _not_ quick off and on things. It's a commitment," El commented, looking in the mirror.

"Get creative, El. Use that super mind of yours to get what you want." Max winked at her.

While the girls were congratulating themselves on their costume finds, the boys were experiencing similar victories.

Dustin found camouflage pants _and_ a helmet that would be perfect for his costume. Will found the Navy section and the ideal sailor gear for himself, including a sailor hat. Lucas was actually excited as he came out of a dressing room wearing all black from head to toe.

"Hey man, you look great!" Mike beamed. "I saw some belts and harnesses over there that you might be able to use." Mike sent Lucas to the box of harnesses and went back to searching for his own costume. He heard Lucas exclaim _Awesome_!

The pants were easy enough to find. The store had camouflage for days. And the shirt wasn't hard. What gave Mike the most trouble was the beret. El liked Flint's_ beret _and he'd be damned if he didn't get that right. In a box of patches he found one that would be perfect for Flint's beret, if only he could find one.

"Hey we're gonna check out the boots. We'll be over there," Will mentioned to Mike. They had all the things they needed, even belts and holsters. Mike heard Dustin say something about finding a fake moustache at the mall.

"Could you find me a size 12? Black ones. I'm still looking for the beret."

"Sure thing. I hear the girls too. Sounds like you're the only one still looking. Want me to help you?" Will asked.

Mike was about to agree to Will's help when in his periphery he saw a short stack of berets on the top shelf of a rack of clothing.

"I think I just found it."

He couldn't believe how closely it matched the cartoon. It was a navy blue beret just like he needed. Mike's heart was pounding on his way to the changing room. If he looked stupid in this costume, he was going to hate himself.

He didn't look in the mirror until he had the pants and shirt on and had affixed the leather straps that would serve as his bandoliers. Then he looked at himself as he tried on the last part of the costume…the _beret._

Mike adjusted the hat, making sure it was on securely and at a jaunty angle. Stepping back, he really looked at himself in the entire costume for the first time.

"And now I know," Mike murmured. "And knowing is half the battle." He smiled, both relieved and excited.

When he joined with the others to pay Will had found him some boots. Everyone had almost everything they needed.

"Hey, I wanted to see you in yours," Mike complained to El.

"Nope. That is a surprise that will be revealed on Halloween," Max quipped back. "But it may kill you."

Mike groaned.

* * *

On Monday everyone met at Mike's at 6:00 to start trick-or-treating. Max had helped El, making sure her shirt was just right and pulling her hair back a little. El had talked Hopper into letting Max borrow one of the station's old bulletproof vests, an old tan one, and it worked perfectly for her Scarlett costume.

"Hey, Joes!" Dustin said as he came bounding down the basement steps. He'd made a prop bazooka for himself and it was slung over his shoulder.

"Nice moustache," Will noted. "Check out Polly, my parrot. I fixed it so that it stays on my shoulder." He demonstrated, shaking himself a little, and the fake bird never wavered.

"Whoa, damn, El. Mike's gonna flip out," Dustin said when he saw her.

"That's the plan," Max teased. Mike was still getting himself ready.

Lucas entered from the back basement door then.

"Code name: Snake Eyes," Will said in his best announcer voice. "Dude, you look rad."

Lucas just nodded, already in character.

Upstairs Mike was putting on the beret. He'd sewn on the patch and while his shoulders weren't as broad as cartoon Flint's, he thought he looked pretty good. He thought El would like it anyway.

He could already hear his friends talking in the basement even before he started down the steps but it was as though everything faded away when he saw El. Mike couldn't have imagined the vision before him.

"Jesus," Mike couldn't get his voice to be the right volume and it came out as a whisper. "You look…"

"I told you, Wheeler. Not that you look _bad_, but El wins by a mile," Max said teasingly.

"I think I have to agree." Mike pulled El over with him underneath the stairs for a bit more privacy. "You look so fucking hot. I mean, I knew you would, but I didn't know," Mike looked her over, drinking her in.

"You look really good too. The beret is way sexy," El could feel it but she didn't know why she was blushing.

"Can I hold you for a sec?" Mike asked.

El nodded and Mike pulled her close. She felt his arms wrap around her and squeeze, heard him inhale as he smelled her hair. She could smell his cologne and it made her heart rate increase.

"Mike? Take me trick-or-treating?" El asked from his embrace.

Mike hugged her and let her go.

"You ready?"

El smiled coyly.

"Uh huh. And maybe _you'll_ get a treat some time tonight too."

After Mike's mom snapped some pictures, without even a fuss from Mike because they all looked so good he wanted to frame it later, the Party set off to trick-or-treat.

They hit every house with a light on and soon their bags were becoming heavier. Mike noticed El admiring the jack-o-lanterns on the porches.

"They say you should never blow out a jack-o-lantern. It's a _rule_. It has to go out on its own," Mike spoke quietly to El as they walked along.

The wind blew then, as if agreeing with Mike's statement; the Halloween Gods making their presence known.

They hit up more houses. El wasn't having trouble in her tight pants and she liked how Mike looked at her. Even when they were standing on someone's porch waiting for candy, his eyes would be on her. It gave her tingles, knowing that she wanted him just as badly.

"Hey, I heard there's a party at Clint Carter's house. His parents are out of town," Will said as the group walked down the sidewalk. Their candy bags were getting pretty full.

"Yeah! El's never been to a Halloween party. We should definitely go," Dustin agreed.

"I don't know if that's a good idea," Mike started.

"Come on, Mike. It'll definitely get busted. We could just stay for a little bit," Will reasoned.

"Yeah, Mike. Besides, El can take care of herself. And we'll all be there," Max joined in.

El looked at Mike. She pulled him away from the group a bit to whisper to him.

"Hop will be home tonight. So this may be our only chance for um, _you know_. And I _would_ like to go to a high school Halloween party. Please?"

Mike's resolve was broken.

They could hear the music from the party when they were still half a block away.

"I think forty-five minutes, tops. It's almost 9:00 so people won't be complaining for another hour or so. Get in, party, and then we get the fuck out," Lucas said through his ski mask. It was the first time he'd broken character all night.

Everyone agreed that it was the best logic.

Once inside, Dustin, Will, and Lucas headed for the pool table.

"I'm gonna get a drink," Max said to Mike and El. "Want one?"

El had never had anything that contained alcohol. She figured she might as well try it.

She watched Max take a red cup and pour a clear liquor into it. There was a bar set up on the kitchen counter with all sorts of glass bottles and beers. Max poured some cranberry juice into the cup and handed it to El.

"See what you think," Max said.

El tasted it. It had a slight burning sensation as it went down her throat. She could feel herself becoming warmer from the inside out.

"I don't know if I could drink a lot of it, but it's not that bad," El told them. She could feel the beat of the music in her chest. "Mike, can we dance? Would you?"

"Let's go." Mike wasn't much of a dancer but the idea of holding El close to him while she was wearing that ridiculously sexy costume, feeling her warmth through the tight pants, his fingers brushing the smooth skin of her exposed abdomen, caused any inhibition to be thrown out the window.

Max watched the pair from where she was. The house was laid out in such a way that the living room could be seen from the kitchen and Max watched Mike and El dance, getting closer and slower with every passing minute. She poured herself a drink, and then another. She wasn't jealous of either of them; in fact, since the night of the movie and the crazy threesome that happened afterwards, Max felt more included than she ever had. She just wondered if she'd ever feel for someone the way either of them felt for each other. She _did_ like how happy El looked. They were almost standing still and El was whispering something to him.

A few seconds later, Max watched Mike and El disappear up the stairs. Smiling, she poured herself one more drink. This time she wasn't paying attention and her pour was _very_ heavy.

Mike and El checked every room and found that what appeared to be Clint's father's study was empty. Mike locked the door behind them.

"We don't have much time," he said.

"These pants are so tight, I don't know if I can get out and back into them quickly."

Mike scanned the room. It was a study so there was no bed. There was, however, a nice leather office chair. It gave him an idea.

Mike pulled El to him. His hands were instantly on her ass.

"I wish I could take my time, but we don't _have_ time," he breathed as he kissed her. Just as quickly as he'd pulled her to him, he spun her around. He knew she could feel his already hard dick against her. Mike's hands caressed her stomach before unfastening her tight cargo pants.

"I've wanted this all night. You look so good. I just wanted to touch you like, every second," he murmured as he started to push the tight garment down a bit.

"Me too," El panted, already caught up in feeling him. Not knowing what he was going to do was only making it hotter.

Mike pushed the pants down more. He had no plans to remove the utility belt.

"Oh, no panties? Fuck, you turn me on," Mike whispered as he pushed the pants over her ass. It was a bit of a struggle, but he managed to get them to her mid-thighs. He held her against him and they swayed together for a minute or so. Mike felt between her legs and was rewarded with his fingers covered in slick wetness.

"Mike, please. Now."

Mike held her against him and picked her up, crossing to the office chair. Before he sat down, he released his cock from his camouflage pants. Then he sat with El on his lap. Her pants restricted her legs from moving apart.

"I can feel you. Put it in?" She pleaded.

With his right hand Mike moved his cock to El's dripping opening. With her sitting on his lap it would be like fucking her from behind, he thought.

He hadn't taken into account the fact that her legs couldn't spread and how that caused his dick to be held tighter inside her. He hadn't taken into account how intimate it would be and how he could hold her against his chest while his cock rutted away. He hadn't known how badly El wanted it either.

As soon as he'd sunk himself inside her, El started moving on him. She felt as though she couldn't get him deep enough even though she knew he could go no further. She could _feel_ that but she wanted him so much she kept wanting _more._

"Wish you could, oh God, spend the night," El huffed as she felt Mike's arms move around her. His hands found her breasts. "Wanna do this all, oh fuck, night."

"So do I. But this is nice too. Holding you on my lap, my dick inside you. You in this hot costume in a stranger's study," Mike was saying. Then a thought occurred to him.

"I've never had sex on Halloween before," he whispered into El's ear.

It sent electricity through El's body and she pulled her legs up a bit, the idea of her being the first person Mike had ever fucked on Halloween causing her body to react. As she lifted her legs into a bit of a tucked position, she finally found what she'd been seeking.

"Oh, just like that. Mike, that's g-good," El whispered. She was practically a ball sitting in Mike's lap with his dick inside her.

"I'm not doing anything, El. You made it feel like this. I feel deeper now and I don't even know how that, oh fuck yeah it's so hot that you want to be fucked, happened."

At some point El's shirt had come undone, having become untied at the bottom and another button opening. It was only held together with one button as she rode Mike. She could imagine how it might look, her body heaving on Mike's, her pants shoved to her thighs, her shirt barely on, the utility belt still hanging on her now naked ass. The image spurred her to fuck him harder.

Mike reached under her shirt to squeeze and massage her breasts. Having her in the chair had turned out better than he'd hoped. Feeling how she moved, how hungry for him she was, and hearing her soft moans and pleas for him to not stop, only made it better. He started sucking on El's neck. At first he only nibbled, but soon he was sucking more. El seemed really into it from the noises she was making.

"You're gonna make me cum, Mike," El whispered, turning her head as much as she could to see him.

"Am I? Maybe I should cum with you. You think? I love you sitting here on me. I love holding you while you ride my dick, asking for more. It makes my cock twitch just to think about it. But El?" Mike waited for her reply.

"Hmm? Oh, feels so good. So cl-close," El breathed as she quickened her pace.

"When you pull these tight pants back up they're gonna fill with my cum as it drips out of you. It'll take a few minutes because you have me so deep. Since my cock is so deep in your hot pussy."

The idea of her tight pants slowly filling with the cum that would ooze back out of her was all it took for El.

"I'm cumming. Mike, I'm cumming on you right now! Please h-hold me. Oh fuck me like that," El begged.

Mike enveloped her in his arms as he continued to buck up into her. He could feel her cumming and hearing her sweetly begging him caused his balls to tighten and Mike unloaded into El while she spasmed around his dick.

He held her close for at least five minutes afterward, letting his cock slip out of her when it was ready. Mike knew their forty-five minutes were quickly counting down. Before El redressed herself, Mike turned her so that he was holding her like a baby in the chair. He kissed her slowly and deeply.

"Maybe I could sneak in tonight?" He asked expectantly.

"He'd shoot first and ask questions later." El sighed. "I wish you could though."

As she got up to get her costume back in place, Mike watched her.

"Damn, I didn't take time to look before. You with your pants to your thighs, boots still on, no panties, shirt all messed up, that utility belt hanging there…fuck."

El smiled seductively.

"I think you had a lot to do with this current look."

She struggled and got her pants back up. El could already feel cum dripping out of her. She got the shirt tied back up and her utility belt adjusted.

Let's go find everyone, it's time to go," she said taking Mike's hand.

"There you are!" Dustin said in exasperation as Mike and El appeared back in the living room. "Max is drunk. I mean, _drunk_."

El was instantly worried. On the sofa was Max, lying back and talking nonsense to no one.

"I'm not dealing with it," Lucas stated. "But um, she can't go home like this."

"She can spend the night at my house. Mike, will you help me?" El asked.

"We'll all help you, El," Will replied.

As Dustin and Will and even Lucas helped El get Max up and out the door, already they could hear sirens a couple of blocks away.

"Gotta go faster," Mike worried.

"Here, help me get Max onto my back, I'll piggy back her at least until we get to where we part ways," Dustin said. Lucas clearly didn't want to do too much and Dustin was a good size to carry a drunken Max. The boys huddled around while El used her mind to gently lift Max onto Dustin's back. Once he had her legs secure and knew she wouldn't fall, they started walking.

Lucas and Will carried the candy bags because once El saw how cozy a piggyback ride looked, she wanted one too. Mike was more than happy to carry her. El could feel the squishing wetness inside her pants as she got comfortable on Mike's back. She smiled.

"This isn't what I thought would happen but I had a lot of fun tonight," Dustin said as they walked through the darkened streets.

"Yeah, I'm glad we did this. We've needed this for a long time," Will added.

"It was like old times," Lucas said quietly.

"Thank you all for giving this to me," El said from Mike's back.

"You never have to thank us, El. When we got you back we got Mike back too," Will replied. "We'd do anything for you."

The road forked up ahead and it would have been silly for the entire Party to take Max and El home. Dustin and Lucas said their goodbyes and headed in the directions of their homes. Since El lived near Will and they weren't far away, Will carried the candy while El and Mike shouldered Max between them.

"Is she gonna be okay?" El asked worriedly.

"Yeah, she just needs to sleep," Mike assured her.

As they approached El's house, she saw that Hopper's truck was not in the driveway.

"You okay to get home by yourself, bud?" Mike asked Will.

"I think so. Not like a Demogorgon is gonna grab me or anything," he laughed. Having become much more self-reliant over the years, Will now found humor in his past ordeal.

"Don't say that! It's not funny," El scolded.

"Sheesh. I'm sorry. But yeah, I'll be fine. I can practically see the porch light from here. Happy Halloween, guys."

Once inside, Mike put Max on the sofa.

"I'm gonna get the extra blanket from your room, okay?" He told El. "Maybe take her shoes off."

As El was untying Max's boots, Max started talking.

"You're so nice. You make _me_ want to be nice. You make me _feel_ nice. I like you."

"I like you too. You need to sleep though." El got the boots off as Mike returned with the blanket. It was then that she noticed the note on the coffee table.

_El,_

_Damn kids vandalizing and pranking. I'll be out until morning if I'm lucky. Hope you had fun. Stay inside and be smart, kid._

_Hop_

"He's gonna be out all night," she said looking at Mike. "It doesn't say you can't stay. So…stay?"

"This is _your_ Halloween, remember? Anything you want. _Anything_."

"Go wait for me in my bedroom," El said. "And Mike? Don't take your costume off."

After Mike left the living room, El checked on Max again. She sat down on the sofa and pushed Max's hair away from her face.

"I brought you a glass of water. It's right here on the coffee table. And I brought you this bucket in case you get sick. Mike and I will be in my room."

Max stirred. Her eyes had been closed but she was awake.

"You're like, taking _care_ of me?"

"Of course I am. You're my friend. I'll be right here if you need anything." El ran her fingers through Max's hair. "Go to sleep now."

Max liked how it felt to be taken care of. El's fingers gently combing through her hair made her feel safe and she felt sleep swallowing her.

"You're so good," Max said quietly. El rubbed her head a bit more and Max was sound asleep.

When El got to her bedroom, she knew exactly what she wanted.

"We have time now," she said as she closed the door.

"What do you want?" Mike asked.

"I want you to undress me. Like, _slowly._ But keep your costume on," El said lowly as she approached, stopping right in front of him.

Mike reached for her shirt. He made sure to do it slowly, letting the buttons pop and revealing her naked torso an inch at a time.

"You want to be naked but me still be fully clothed? That's so sexy, El," Mike breathed as his hands went to her shoulders and caused the shirt to fall to the floor. He let his hands roam over her, barely touching her, just teasing all of her exposed skin.

"Yeah and, you can be a little bit rough. Just a little," El admitted.

Mike grinned. He gently pushed her toward the bed until her knees hit the edge and she sat down. Then he took off El's boots and socks, leaving her in only the tight cargo pants.

"Want me to be a little bit rough? I can do that, but I won't hurt you. You want to be _taken_? Is that it?" As he spoke he turned her around, pulling her back against his chest. Mike unfastened El's pants for the second time that night and pushed them down until they were close enough to her ankles that she could kick them off. El was totally naked.

"Yeah, I want you to _take_ me. Make me know I'm _yours_," El panted. She could feel his clothing against her smooth skin.

Mike liked feeling her naked body against his clothed one. He kissed her neck, letting his hands feel her breasts, not making any sort of move south. He wanted to savor it. He turned her back around to face him, the two of them standing in the middle of El's bedroom, and ran his hands over every part of her he could reach except her burning core. El's breath was hitching as Mike's lips ghosted over her shoulders and neck while his hands brushed gently over her back and her ass.

She couldn't take it. El released Mike's cock from his pants.

Mike was amused and while he wasn't going to waste a lot more time because he was so turned on by the situation, he wanted to do what she'd asked so he grabbed her hand.

"No," Mike said with authority. "Not yet."

Mike saw the frustration in El's eyes so he squeezed her ass with both hands and kissed her. The scent of vanilla overtook him and made his dick harder. His shirt was balled into El's small fists and Mike thought he could feel her desire being conducted to him. He broke the kiss and their faces bumped together again and again as their breathing grew more ragged. Finally Mike pushed his unzipped pants aside enough to where El's legs wouldn't get rubbed by the zipper. Then he lifted her, holding her ass. El's legs went around his waist.

"Will you now?" She asked with a whisper, her legs around his waist and her arms around his head, holding herself so close to him, their faces touching.

"Yeah, now I will. I'm gonna fuck you standing right here. I don't even need a bed to get you off. I'll do it in the middle of you bedroom," Mike felt her searching with her body for his dick.

"Almost. Oh! Yeah, you found it. Good girl. So hot, so naked and me so clothed. You wanna fuck Flint?" He asked, feeling himself slip into her. El was so wet with a mixture of her own arousal and Mike's cum from earlier.

"Wanna fuck _Mike_. Mike is all I want," El panted as Mike lifted and dropped her on his cock.

"God I love you," Mike breathed into her ear as he felt her squeezing him with her pussy. Her legs were so tight around him and she was clinging to him in the sexiest way. Mike could feel her becoming sweaty. He dropped her down again and as he hilted Mike held her there.

"You're gonna stay on here until you cum. Okay? You can move however you want but you can't let my cock slip out. My cock doesn't want to leave your body. Got it?" As he spoke Mike was swaying, letting his body reinforce his words, all the time flexing his dick as best he could.

"Yes, I won't get off. I need to have it in m-me," El was pushing herself down on him. "Keep it in me even after you cum. Be inside me forever."

"You _need_ it? Yeah, I can tell. I love giving it to you. Later, after we go to bed, I'm gonna hold your so tight, _both_ of us naked. Wanna feel you against me." Mike felt El start moving her hips over his cock with staccato thrusts.

"Uh huh, it's so sexy with you holding me like th-this," El whispered. Her face was millimeters from Mike's as they fucked. She wanted to be as close as possible. "I feel your shirt rubbing my bare chest and your hard cock stretching my pussy. And you h-holding me like this is making my cl-clit rub against you. Fuck me, Mike," El licked his earlobe before whispering, "Fuck me just like this."

"Your bare pussy feels so good on me. Love how your lips squish against my legs when you push yourself way down. I'm gonna lick you later. I want to taste you after you've been fucked."

El could see it in her mind. After all the excitement they'd had she knew they'd probably fall asleep and the idea of being awakened to Mike's mouth gently licking her pussy caused her to gush.

"Fuuck, I want that," El said as she looked into Mike's eyes. "I wanna look at you while you make me cum. I feel it, it's so close. Your hands feel so nice squeezing my ass. I love how you push me down on your dick. Love how hard you are in me. I love…Mike! Oh!" El continued to look into Mike's eyes. "I'm cumming. You're making me cum!"

Mike held her and felt her shaking violently. It was much harder than in Clint Carter's father's study earlier. Watching her looking into his eyes as she felt her orgasm rock her, Mike wanted to join her.

"Yeah, that's it. Cum on me while I cum _in_ you. Oh fuck!" Mike held her close, suddenly wishing he wasn't wearing the costume because he really wanted to feel all of her with all of him. His arms crossed around her back and his hands gripped El's shoulders. Mike held her down as tightly as he could while they both came on each other.

He could tell that El was sleepy. Mike was holding her like he had been when she leaned forward and kissed him lazily. Her breathing was still ragged but it was returning to normal as Mike held her and swayed, rocking her back and forth gently.

"Wanna go to sleep?" He asked finally.

El nodded.

Mike undressed and slipped under the covers with El. She snuggled against him and he wrapped both arms around her. Mike sighed deeply, feeling relaxed and happy.

"Did you have a good Halloween?" He asked.

"It was the _best_," El replied.

They fell asleep for a few hours. El did awaken to Mike between her legs, licking her just the way he'd said he would. She relished the feeling until she wanted _more_ again and pulled him up, tasting herself on his lips. They made love again, not fucking at all, just the sweetest and most caring actions between them.

The next morning while El was taking a shower, Mike checked on Max. He didn't realize that El took quick showers nor did he realize that El, being naturally light on her feet, heard them talking and was just around the corner in the hallway.

"Are things weird now?" Max asked.

"I mean,_ I_ don't think so. I don't want you to feel awkward or anything," Mike said.

"I was so wrong about El. She's like, the best person I've ever met. I can see now why you were so depressed thinking you'd lost her," Max told him.

"Yeah, she's the best person I've ever met too. I love her so much."

"You're not like, _mad_ that we fooled around are you? Me and El?" Max asked.

Mike thought about her question.

"Here's what I think. I think it's hot that you two fool around because I know she loves me. But I couldn't fool around with _you_ unless El was there and wanted me to. Like a couple of weeks ago. I'd just want her to tell me if you guys do any stuff."

"And I promise I won't take advantage of that. It's just like…like, I know she can protect herself better than an army could protect her, but I feel like _I _want to protect her too. You know? Like I don't want her to ever experience anything bad. I never thought I'd feel this way."

"That's just what El does," Mike said. "She makes you want to be better. I get it. I want to protect her too."

"I was so unhappy before I met her. Having her as a friend is like…it's like knowing that everything is gonna be okay. Like…" Max trailed off, searching for the right word.

"Relief?" Mike offered.

"Yeah. Relief," Max agreed. She was quiet for a few seconds. "What about us? Are we friends?"

El entered the living room then, having heard enough. She had tears streaming down her cheeks but she was smiling brightly.

"Yes. I want you to be _friends_. I don't want to lose either of you," El sat between Mike and Max on the sofa. "You're both too important to me."

And Mike and Max could definitely agree that if they had any say in the matter, El would _always_ get what she wanted.

**A/N: The next chapter will cover Thanksgiving (briefly because who cares about Thanksgiving?) and Christmas. El will get her wish for trying on clothing in non-oppressive places AND with Mike involved. But I've said too much. I'll try to make it good.**

**Thanks for reading.**


	21. Chapter 21

**Fun at the mall and Christmas gifts. Enjoy.**

* * *

Since it was El's first Holiday season reunited with everyone, she kind of felt a mixture of love and being pulled in every different direction. Joyce Byers had insisted that Hopper and El come to her Thanksgiving lunch, and they _had_ because Hopper found giving in to be easier than defying Joyce, and Mike wanted El to come to his family's Thanksgiving dinner, inviting Hopper as well. Hopper's reasons for going to the Wheelers were twofold; one being that El was so excited to go, the second being that he knew Karen Wheeler and that he would definitely be sent home with leftovers for the next three days at least. He'd never pass that up.

El found that it didn't matter that she didn't get any _alone time_ with Mike because she was so full from the day. If she even _saw_ another bite of green bean casserole she'd explode.

Something about dinner with the Wheelers did stand out to her though. As they were eating, Karen Wheeler had brought up the subject of Christmas and gifts and caused El's mind to churn. She'd been looking forward to Christmas. She'd seen every Christmas special on television and to El, it all seemed like one big hug. She couldn't wait to experience it with Mike and her friends. Until Karen had brought up gifts, which obviously El knew about because Hopper always got her something for Christmas, she hadn't given any thought to what she might give other people. Other _very important_ people. Karen's mentioning of it sparked a desire to acquire the _perfect_ thing for Mike.

Three days into December, the first Saturday of the month, El and Max went to Starcourt Mall to shop for gifts. El thought she needed an early start in case she couldn't find the perfect thing the first time out looking for it. They shopped in every store that looked promising. El didn't want to get Mike any clothing, deeming it _boring_. Mike wasn't much of a jewelry guy. Nothing the girls found was exactly what El wanted.

"I want it to be _perfect_," El said, sighing. "Anyone could buy any of this stuff. It's not special. I want him to think of _me_ when he looks at it."

"I'm pretty sure you could give him a Nerf football and he'd think of you, Doc. Mike thinks of you constantly," Max replied.

El smiled.

"I know. But I still want to give him something really good."

They went to more stores. They passed a new salon that had just opened and Max noticed El looking inside at all of the different colors of nail polish they offered. It gave Max an idea which she filed away for later.

They passed Victoria's Secret and Max pulled El inside, whispering to her.

"This is the store I was telling you about when we tried on our Halloween costumes. Look at all this shit! Think Mike would like this?"

El looked around at all of the fancy panties and bras and sexy sleep gowns. She'd never seen such elaborate pieces.

"What is this? How would I even put this on?" She asked, running her fingers over the silk of a black merrywidow complete with garters.

"I've never worn one. Maybe we could figure it out. We should probably check out the fitting rooms anyway to see how they're arranged. You know, if you really want to bring Mike here. It's up to you though." Max hadn't planned on trying on any lingerie that day but upon seeing that it wasn't all just put on and go, that some of it looked technical, she thought maybe they should practice first if El really wanted to carry through with what she'd wanted back in the dressing room of the Army surplus store.

"Let's try something on then. Just to see how hard it is to get into it," El said, determined. She decided against the merrywidow when her eye was caught by a pink babydoll set with transparent sheer mesh that she knew could be seen through. It came with a matching thong.

Max took the black merrywidow. It looked interesting and now that she'd seen it, she wanted to see what she looked like in it.

"Do you ladies need any help?" A sweet voice rang out. The sales clerk had seen them, probably looking confused, and offered assistance. She seemed in her mid-thirties and nice enough.

"Could we try these on? Is it okay if we try them on in the same room?" Max inquired.

"Of course! If you're more comfortable doing that. Have either of you ever worn anything like this?" She asked, nodding to what Max was holding. El's choice was pretty straightforward. Panties and a slip. No instructions really needed.

"Um, no, I haven't," Max admitted.

"Well, you'll want some panties to go with it, otherwise you'd be on show under your skirt or dress or pants or whatever you're wearing." She laughed, as if anyone would ever _purposefully_ want to be that way.

"Oh, okay. I'll try some on too then," Max said.

After the clerk found the right size and style for Max, she led them through the store, back to the fitting rooms.

"If you need any help, just let me know. Christmastime has us pretty busy so unless someone asks us to, we can't really stand around waiting. But if you do need anything, don't hesitate to ask. I'm happy to help you," she said through the door of the fitting room.

"Thanks," El murmured. She could tell the lady was already walking away.

"I think that's a good thing. They're so busy now, next weekend they'll be even busier. We can bring Mike back," El said to Max.

Max had something she wanted to talk to El about but she didn't think the right time was when they were about to get naked and try on lingerie. They could have a snack in the food court later.

El's lingerie choice was easy enough to put on. She slipped out of her clothes and inched the little pink thong up her legs slowly, watching herself in the mirror. Then she draped the babydoll over her head and let it fall over her torso. It stopped just at her hips, allowing the thong to be seen. El could see her abdomen through the mesh. She liked how it looked.

"What do you think, Max?" El asked. Max had gotten out of her jeans and shirt, had the panties the sales clerk had given her on, and was struggling with the merrywidow itself. She looked at El.

"Whoa. You're gonna have to buy something like that some time. You look _hot_, Doc."

"Do you need help?" El asked, seeing that Max did indeed need help.

"I can't get it pulled…in the right…place," Max sighed.

El helped her straighten the lace, pulling it down to where it was supposed to be. The nature of the thing, the _tightness_, made it difficult for Max to get it situated once she had it around her breasts. El helped her pull it down.

After a couple more adjustments, to El it looked like they might have it right. They looked at themselves in the mirror.

"Oh, God, Max. You look _amazing_. I mean, I don't know what these things are but they highlight your legs and it just looks so _sexy. _I think when Mike is here I might want to try on something like _you're _wearing."

Max could see her point. They both looked stunning but she hadn't anticipated how hot she would actually look. _Both_ of them for that matter. Hearing El say she'd like to try on what Max was wearing gave Max an idea.

"You know? I think you _should_. I can help you so it doesn't look awkward. We can like, make it a show for Mike. Maybe? Would you want that?" Max asked.

"Oh, yes, that would be perfect," El said excitedly.

"But what if instead of wearing panties with this, you like…_don't_? These things hanging here are called garters and back in the day they had a purpose because pantyhose like we have now didn't exist, only stockings, and the garters would clip to the stockings and hold them up. So like, what if we found stockings too and you wore those? I could help you put the thing on and clip the garters, but then since you wouldn't have panties on Mike could still see everything. Think he'd like that?" Max knew the answer.

"Yes."

"Oh! No, you _should_ wear the panties and then take them off while he's watching and let him notice for himself how hot you look in just this thing and stockings. He can watch the garters snap off, like, bouncing around, as you slide the thong down your legs…"

"And you need to stop talking or I'm gonna mess these panties up and have to buy them," El said, not joking at all. Max's description and thinking about Mike being there with them was doing things to El, causing reactions she didn't want to have to pay for.

"You're right. But hey, look at us! We are smoking hot, if I say so myself. And we won't be weird or awkward, not that Wheeler would mind. I think it was good that we researched." Max began to tug at the lingerie, removing it before it was soiled by her own arousal.

El did the same.

"I'm happy too. Mike won't suspect anything. We should shop first so he gets bored and then surprise him," El thought aloud. The idea just came to her.

"Oh yeah! Make him carry bags, go in stores he doesn't even like. He'll be put out but won't show it because he'd never not do what _you_ wanted to do. Then we'll bring him here. He'll probably groan because he'll feel out of place. But then…"

"Yes. But then… You get me, Max. Cool."

They left the lingerie pieces in the dressing room and slipped out of the store unnoticed. El knew that the next time, she would probably have to buy something. She'd barely escaped having to buy something today. They headed to the bathroom to clean up a bit before stopping in the food court for a snack.

Sitting at a table in the food court, sharing a soft pretzel and sipping on Orange Julius smoothies, the girls chatted.

"I've been thinking, and there's something I wanted to talk to you about," Max started. She was hesitant, not sure what exactly she was going to say.

"What is it?" El asked, worried she'd done something wrong.

"It's just like, you know when you and me and Mike…like, that night after the movie?"

El nodded.

"Well that was like, _very_ fun. It was something I'd never thought I'd do, or be part of. But now that I know you, now that we're friends, I don't feel like I can like, _have sex_, with Mike anymore. I just…respect _you_ too much. I know it was your idea and you were okay with it and all, but like, you don't have to ever share him. I'm just happy to be your friend." Max felt as though a weight had been lifted.

"That _was _fun. But if you don't want to do that with him, even if I'm there, that's okay with me. But _I_ want to say that doing stuff with _you_ is fun. It's fun to fool around with you. You're a good teacher and you're patient, not that Mike's not but it's different with you, and you're nothing like the girl I spied on from the void when I'd watch you and Mike," El was saying.

Max felt her cheeks flush.

"Oh, God. You watched?"

"Only sometimes. But when we do it you don't like…you don't seem to want to be put down and you're gentle and it's different than when I watched. And also…I like what it does to Mike when he watches us. I like how he looks at us."

Max took a long sip from her smoothie trying to collect herself. El had watched them. Max felt embarrassed for what El might have seen. El could sense it.

"Don't be embarrassed, Max. Besides Mike, you're definitely my best friend. I'll never think anything other than fondly of you. I love doing stuff with you. Shopping, laughing, watching movies, anything we do really." El didn't say it, but she knew Max knew what she meant. El liked making out and fooling around with Max. It was just _fun_.

Max sighed.

"God, I should have believed Wheeler a long time ago. You really are the best. I never thought I'd have a close friend like you. You never judge me when you totally could. Even when I've done something like, _awful_. You look at me the same. I know we haven't been friends for all that long, but…like when you know it's real…you just _know_."

"Friends don't lie," El said, a credo she'd adopted years ago because of one special boy.

After their snack they checked a couple more stores. Max could see that El felt dejected for having not found anything.

"Hey you know what? My dad in California always likes it when I _make_ a gift for him. Maybe you could do that for Mike? No one else could give him the same thing, it would definitely make him think of _you_, and it would be special."

El's eyes brightened at the suggestion.

"Yes! But what? I'll have to think about it." Already she was thinking. It had to be something personal and special and _El._

As the girls shopped, Mike was in his basement writing at his desk. It was something he'd been working on since the winter of 1983, in secret. For years, Mike had been writing short stories, having himself and El be the main characters, and putting them in a myriad of situations. At first, they were sweet loving stories, usually one of them saving the other one, but as he grew older they started to occasionally become sexier. Writing his stories was really the only time Mike had been happy in the years El was gone. No one knew he did it. His father had bought a Tandy 1000 computer when they came out and Mike had spent hours transcribing his handwritten stories into it so he'd have them all in one file and could maybe someday make a book. He was working on a new story. It was brighter and more hopeful than his stories of late had been. El was reunited with him and it breathed new life into his writing.

But Mike still had all of his handwritten stories. He'd made so sure to use his best penmanship while writing them. Even after he got the computer, he'd still hand-write his stories as well. He'd never been sure _why_ he did it but he kind of liked how he could go back and see how as he got older his handwriting changed, how his stories got more passionate as they progressed with the years. Mike could almost see how his hand would cause the words to flourish more in the racier parts, how they'd drip with feeling.

His new story was a Christmas tale and even as he was writing it, Mike knew what he was going to give El for Christmas. He'd been making this for her all along, he realized. He hadn't been writing for himself at all, though it made him immensely happy. As happy as he could be at the time anyway. He'd been writing it all for _her_, and without even knowing it. The thought made Mike smile.

Of course, he was going to give her something else too. That was just how Mike operated.

The following Saturday Mike tagged along with El and Max to the mall. The girls dragged him to several different stores, knowing all the while that he was bored. He didn't complain though. They'd try things on at Gap and have Mike wait and hold their purses. They sniffed candles at the candle store. They admired jewelry and watches at a jewelry store, where El remarked about how lovely a silver heart-shaped locket looked to her. Mike took a quiet mental note.

Starcourt Mall was very busy. At last they arrived at Victoria's Secret and went inside. Mike definitely _did_ groan.

"Ugh, I feel so weird in here," he said, complaining for the first time that day.

"Don't you like to look at this stuff? Do you wonder what _I'd_ look like in anything?" El asked innocently.

Her question changed how Mike viewed the store, no longer feeling as awkward to be in there.

"Well um, yeah. I like that over there," he motioned toward the real lingerie, not just the panties and bras.

"Let's go look at it," El took his hand and the three of them crossed the store to the sexy clothing.

El had already spied the merrywidow she wanted to wear. She found her size, then found a matching thong she knew she'd be omitting later. She'd found where they kept the stockings the week prior so she took those as well.

"Wait, you're actually gonna _try it on_?" Mike said incredulously.

"How else will I know how I look in it?" El countered. "Max, you should find something too. See you in a bit, Mike."

Mike was floored, thinking of both El and Max wearing sexy lingerie.

_If only I could see them. I'm sure that's not allowed in here._

El left for the dressing room, wanting to get the stockings on before Max and Mike arrived. She'd seen how his brow furrowed the way it did when he was really thinking about something. El knew what Mike was probably thinking about.

Max had her choice in her hands, an aquamarine colored babydoll not unlike the one El had tried on the week before. The color matched her eyes and really went well with her flowing, fiery hair.

"Listen," Max whispered to Mike. "I'm going to ask the sales clerk something to distract her. When I do, go to the back of the store and you'll find the dressing rooms. If it was available, El will be in the last one, kinda in the middle. The rooms are in like a semi-circle. We've already talked about it. So watch me and then go."

Mike watched Max do exactly what she'd said she was going to do. There were a lot of people in the store, men and women. Most of the men looked bored and were holding shopping bags and purses. Mike walked confidently as though he was meant to be doing something important. He tried his best to not look lost or confused. He just went.

He found El in the furthest fitting room from the entrance to the big closet type room with the little booths. Mike went inside.

El had gotten the stockings on and was waiting on Mike and Max. She was only wearing the black stockings and the little black thong.

Mike didn't have time to say anything before Max joined them.

"Ooh, that's pretty, Max," El said.

Max winked at her.

"I see you're ready to do our thing. Here, just let me put this on."

Mike watched as Max undressed. He tried to lean against the wall and not be in the way, not believing he was watching them try on pieces of lingerie. _Hot_ lingerie at that. He watched Max pull the blue thong up her smooth legs. Mike saw that El was watching her too.

Max slipped the babydoll over her head. Mike could see her torso through the sheer fabric. Her breasts swelled in the confines of the top, making them look even bigger. Then Mike watched as Max went to El and helped her put on the much tighter clothing she'd chosen. He didn't know what to call it but as they got the black lace into place and he watched Max clipping the little garters to the stockings El was wearing, Mike thought he might need to jerk off. And _soon_.

"You guys look…fuck," Mike was able to whisper. The idea that they needed to be quiet somehow made everything even hotter than it already was.

"I'm gonna definitely have to buy these panties. I'm already so wet," El breathed. She touched Max's abdomen through the soft blue material she was wearing.

"So am I," Max agreed. She knew they'd planned this and Mike was already watching so intently. Max leaned forward to El. They started to make out, slowly yet hungrily, knowing that it was a show for Mike. They were trying to be quiet but still the occasional sigh or gentle moan could be heard.

Mike couldn't stand it any longer. He took his hard cock out of his jeans and started to stroke it. He didn't think they could have sex in there because someone would _definitely_ hear. He went slowly as the girls made out in their hot lingerie.

El slid her hands under the fabric of what Max was wearing, softly touching her stomach and breasts before her hand went down. El tugged the thong into Max's wet slit, causing Max to pull her closer and do the same to her. El moved the fabric around between Max's folds a little, causing them to rub against her clit and deliver delicious friction. Then El's hand moved inside the panties.

Max was doing the same to El. Whatever El did, wherever she touched, Max would reciprocate. Mike watched them as he stroked his dick, leaking pre-cum all down the shaft.

El bit Max's lip gently, making sure Mike could see her pull it out with her teeth. She had her palm covering Max's mound, the heel of her hand rubbing Max's clit and her fingers just at her opening, pressing inside occasionally. Max did the same to El.

"Doc," Max whispered between kisses. "You're gonna make me cum. Your hand…oh shit, El…" Max came all over El's hand as El kept kissing her and rubbing her and Mike watched it all.

Max felt her body wrack with little explosions and held on to El as they subsided. With one hand she caressed El's hair while the other remained inside the little black thong. Mike was still pulling on his cock, stroking it and pumping it slowly.

Max knew what she wanted to do.

She removed her hand from the thong El was _definitely_ going to have to purchase and, kneeling down, began to unfasten the garters from the stockings.

Mike wasn't sure what was going to happen so he just watched. He liked watching the little belt things snap away from the stockings like rubber bands only to fall loosely back onto El's thighs. Then he watched Max begin to slowly remove the thong El was wearing.

Once El stepped out of the panties, Mike was greeted with a sight he'd not ever even imagined. El stood before him in black stockings that came to her upper mid-thighs, no panties, which showed her smooth and wet bare pussy to him and caused the hanging garters to almost frame it, and the top of the lingerie she'd tried on. Her breasts heaved in the lacy fabric. El looked at Mike with excitement in her eyes.

Max took El's hand and led her to Mike, who was really only a few feet away. She turned her so that El's back was to Mike. Then Max bent her over.

The garters hanging on the back were just as hot as the ones on the front as they draped over El's toned ass. Max had positioned them so that they could both see the mirror.

"I think El needs a bit more. You should give it to her, Mike," Max whispered.

Mike slid himself into El's waiting and dripping pussy. They all watched the mirror as he fucked El from behind as quietly as he could.

"I'm gonna buy this for you, El. All of it. You're so fucking hot in it," Mike murmured as lowly as he could. El and Max both heard him. He ran his fingers over the lace on her back before gripping her bare hips.

Max moved in front of El, kneeling again. This time she kissed her, muffling any moans El made.

El had already been pretty close when Max's hand was on her but feeling Mike inside her while Max was kissing her sent her flying. Her eyes opened wide, looking at Max and not being able to speak.

"She's cumming. Can you feel it?" Max asked Mike.

Mike thrust hard, his hands on El's hips pulling her even closer to him. Mike felt her quivering around him and watched her face in the mirror. It was all he needed. He didn't announce it. Mike just came with his cock deep inside El while he watched Max kiss her.

Afterwards it was all they could do to stifle their giggling and laughter at what they'd just done. Also because both El and Max were going to have to buy the panties they'd been wearing. They redressed and Max left the room first, making sure the coast was clear for Mike. Then El joined her to pay for her items.

"I'm buying that. Fuck, I'm buying all of it. Max's too. As a _thank you_."

The girls let him.

Once back in the mall, the teens couldn't stop laughing.

"I can't believe we did that!" Mike laughed.

"Yeah, but that was _really_ fun," El agreed.

"Wanna get some ice cream?" Max asked.

They all did.

* * *

A few days after their fun mall excursion, while rummaging through her closet, El found the perfect thing to give Mike for Christmas.

Even though Hopper didn't ever let El leave the cabin after he found her in the snow, it wasn't like he was her captor. He always functioned more as an overbearing father. As her hair started to grow back out, not being routinely buzzed anymore, Hopper had noticed how cute she looked and as it got fuzzier he started to document her hair growth. Every couple of months he'd take a new picture of her as her hair grew. They weren't all school photo headshots, but they showed her hair growth as well as El's own growth from a child into a woman. Hopper would develop the pictures himself in the darkroom at the police station so that no one would notice her and inquire as to who she was. He always made two copies, so El could have her own set. He'd done it for years.

El happened upon her shoebox of photos and knew immediately that she would give them to Mike. She just needed to get a little photo album for them.

El called Max to share her find.

"Max? I found the _perfect_ thing. Will you go with me to the mall to find a photo album this Saturday?"

"You know I will. Um, that kinda works for me too. I got you something for Christmas and it's a gift to get _before_ Christmas so this Saturday will be great."

"You don't have to get me anything. Just being my friend is enough," El uttered. The idea of anyone besides Hopper or Mike giving her a gift hadn't crossed her mind.

"Too late," Max said sweetly. "I think you'll like it. I'm gonna surprise you though and just show you Saturday. How is 11:00 for you?"

"Eleven is my name," El said before laughing into the phone. "I'll see you then!"

On Saturday El met Max at the mall and followed her to the second floor. She was surprised when Max ushered her into the new salon.

"Pick out any color you want. I got you a gift certificate for a manicure and a hair styling," Max said proudly.

"You did?" El was touched. "Wait, Hop gave me some money so I can buy some gifts. Can I give you the same thing? We can do it together. Then we can go find my album. Please?"

It was Max's turn to be touched. She wasn't as girly and into the stuff as El seemed to be, but Max liked the idea of sitting next to El and chatting while they got their nails and hair done.

"Only if I can get black nails," she said.

"Any color you want," El smiled radiantly.

As they got their manicures, El told Max about finding her photos and how she was going to give them to Mike for Christmas.

"Now _that_ is a cool idea. Who knew Hopper was a big softy? Ooh! We should take a picture of you after we get all this done and then put that in the album too. There's a photo booth downstairs. There are two actually, one is pretty new and it makes color photos. We'll use that one for just you but I want to take pictures of us together in the old one. It takes like four pictures so we can make different faces."

El loved the idea.

Max's black nails looked a lot more badass than she'd imagined. She was happy she'd chosen that color. As for El, who of course chose pink, she was more than happy with how she looked. Her hair had been trimmed only a bit so it still hung a little past her shoulders (El had decided a couple of years before that it was a length she liked so she'd cut it herself to remain that length), but it had never looked so stylish. She looked every bit as young and fresh as she felt.

They found a photo album that El liked. It was brown leather and looked more like an old book than an album. Then they went downstairs to play in the photo booths. El sat alone in the new one and posed for the final photo she'd put in her album for Mike, then she and Max sat together in the older booth that took a strip of four black and white pictures and made funny faces and scared faces and angry faces and happy faces. They did it twice so they'd each have an entire strip.

Mike and El decided to exchange their gifts on Christmas Eve. Their decision was aided by the fact that Hopper was working that night so that he could be off on Christmas Day and the day after. And it being Christmas, he let El spend the night with the Wheelers because Karen and Ted would both be there along with Nancy _and_ Holly so he thought it safe enough.

As the snow was gently falling outside, Mike and El walked through the neighborhood hand in hand looking at Christmas lights on the houses and trees.

"Wow, this is like _magic_," El said with wonder.

"_You're_ magic, El. Every Christmas Eve, even though I didn't believe in him, after what we saw as kids I thought maybe it wouldn't hurt to _try_. So every year I'd ask Santa Claus to bring you back to me. I was terrible this year but I finally got my wish."

"You were hurting. You're on the _nice_ list, Mike. You're on _mine_ anyway."

"I love you, you know," Mike said, stopping on the sidewalk.

"I _do_ know. And I love you too. I cried myself to sleep so many nights because I missed you and I knew you missed me. It was _hard_."

He kissed her while the snow fell around them. Then they went back to his house to exchange their gifts. They'd already had dinner with Mike's family and it was getting pretty late. Christmas Eve would become Christmas Day in about two hours.

They shook off the cold and took cups of hot cocoa into the basement with them after they changed into their pajamas.

"Who should go first?" Mike asked.

"You can open yours first," El said. She was already feeling warmer and she didn't think it was because of the cocoa.

El handed Mike his gift. She'd wrapped it herself in red and silver wrapping paper.

Mike slowly and methodically undid the tape, wanting to savor the moment. He got the paper off and held a cardboard box. Mike lifted the lid. What he saw he thought was a book. He took it from the box and held it up.

"What book is this? There's no title," he asked, his brow furrowing the way El always secretly liked.

"Open it." El held her breath.

Mike opened the cover and saw the girl he'd found, though her hair was a tad fuzzier. He almost started crying right then because the last time he'd seen her look close to that was the night he'd lost her. El seemed to notice.

"Keep looking, Mike"

He turned page after page in the album, noticing that they were all photos of El. Her hair was getting longer as he turned the pages. At one point it was curly. Then it got longer. Mike saw El throughout the years, getting older, changing into who he saw right before him. Pictures of her smiling, sometimes laughing. He could feel his heart swelling.

"I wanted you to have them because now you'll know how I looked while we were separated. You can see me growing up. Hop took them all."

"Hopper? Huh. Maybe he's not so bad after all…" Mike was still looking at El's face as it changed with her aging. The last photo looked exactly how she looked sitting there in the basement with him that very Christmas Eve.

"Max helped me with that one when we were at the mall last Saturday. Did you know they have photo booths there? We should take some of us sometime."

"Open yours now," Mike said, more excited now to give his gift. That they had both decided to give thoughtful gifts that were so personal made him happy. He handed her the present he'd wrapped that morning.

El removed the paper. Mike's gift was also in a box. She didn't know why her hands were suddenly trembling as she removed the lid and took the gift from its box. She held in her lap a stack of notebook paper held together with little golden brads. The covers, both front and back, were thicker black cardstock and _My Happy Thought_ had been written in pink letters that Mike had glued on.

El opened the cover.

_For El. It was always for El, even when I was a kid. El is my happy thought. Without her I can't fly. _

She flipped through the pages, seeing time and again her name as well as Mike's. His handwriting went from a tad childish looking in the beginning to more adult as she flipped further.

"What _is_ all this?" El asked, noting little doodles on some of the pages and little notes to himself that Mike had written in some of the margins.

"Stories I've written over the years. No one knows I do it. El, it was the only time I was happy. When I was writing a story with you and me, together, facing anything and everything, it made me feel closer to you. I have them on the computer too. And I'm gonna keep writing them. But these…these are the ones I wrote all the years you were gone. Some are a little sad, some are funny. Some are really…well fuck, some are _porn_ okay? But they're all about us."

El felt the tears streaming down her face as Mike spoke. Hearing him describe how writing about her was the only thing that made him happy and how even though he thought she was gone, he never gave up on her as very emotional for her. Mike created stories just by thinking of her and it touched El's very soul.

"Oh! I also got you this," Mike said, producing a little box.

El opened it, lovingly setting her book aside. The book he'd given her would be her most prized possession from then on. After getting the paper off, she noticed it was a little velvet box like she'd seen in jewelry commercials.

"Don't think I'm crazy," Mike chuckled. "It's not a ring…_this time_. But someday, you know. I got you this because I thought you'd like it."

El opened the little box to reveal the silver heart-shaped locket she'd seen in the jewelry store at the mall.

"You got this? I _love_ this. Put it on me?" El said giddily, taking the locket from its box.

"Sure. But first open it and look inside."

El opened the little locket. One side was empty but the other side held a small picture of the blanket fort, of _El's_ blanket fort, looking just as it had that cold stormy night when Mike and his friends found her cold and alone in the woods.

"So you'll always have it with you. So you'll always have _home_. You can put whatever you want in the other side." Mike slid around to fasten the locket chain around her neck.

El made sure her treasured book was safely out of the way before she pounced on Mike, sending them both to the floor.

"I love you so much. You're my favorite. You said some of the stories were _porn_? Show me now. We're the characters, right? Let's do something you can write about later. A very merry Christmas story."

Mike would never pass up such inspiration. As Christmas Eve became Christmas Day, Mike and El were connected in literally every way possible, body and soul.

**A/N: That was fun to write, I must say.**


	22. Chapter 22

**We're building up to the end now...**

* * *

With the changing of the year, and with it being his senior year in high school, Mike started to really study a lot harder for the upcoming SAT, which he'd be taking at the beginning of February. He hated not having as much time to spend with El but he needed to focus on getting a better score than he had when he'd taken it the first time. He knew he could do better. He spent a lot of time at the library.

El knew Mike would go to college but she hadn't really given it too much thought until he started studying more. She missed him. She was sitting at home watching television while Hopper read the newspaper when a commercial for Indiana University came on. El watched, seeing the students and glimpses of the campus. She looked hopefully at Hopper, who only huffed and seemed annoyed. El didn't want him to see her cry so she said she was going for a walk.

El walked through the snow, getting more worried and frustrated as she neared the library. She knew Mike would be there but she wasn't going to interrupt his studying. She was only going to wait on a bench outside until he was finished.

She spied a payphone and decided to call Max.

"Max?" El was sniffling. "Could you come to the library and wait with me for Mike to get finished studying?"

"What's wrong? Are you crying? Yeah, I'm on my way. I'll be right there."

Max saw El before El saw Max. To Max, El looked tiny sitting on the bench with her knees pulled up and her head resting on them.

"Hey, Doc. I'm here." Max could see that El had indeed been crying.

"I'm just, freaking out because he's gonna leave and I'll be all alone. I've been alone too much. I can't do it again, Max."

"Who? Mike? El, you can leave too, you know. You're like, the smartest person I've ever met." Max hugged El to her as they sat together on the bench. The hug seemed to intensify El's crying. Max held her and soothed her as best she could. El cried for what seemed like ages. Finally Max saw Mike emerge from the library and she motioned to him to come over.

Mike saw Max and El hugging from the top of the library steps, but it didn't seem in any way sensual. He could see El's shoulders shaking slightly and could see Max's face, which looked alarmed and worried. Max motioned to him and he was there in four long strides.

El was still sniffling and hiccupping sobs as Max placed her into Mike's arms, effectively switching with him.

"El? What's the matter? It's okay," Mike said soothingly.

"She's worried because you're gonna go to college and she thinks she'll be all alone," Max told him.

"It's really cold out here. Let's go to my house and talk about this. El, we're gonna figure it out. Please don't worry," Mike rubbed El's back.

Mike drove the three of them to his house. By the time they arrived El wasn't crying anymore but she was still worried about the whole situation.

"First, we have to figure out what you'd need to get admitted, since you don't have like a transcript or anything," Mike started. "It might just be a little bit tricky."

"It'll be a _lottle_ bit tricky!" El worried aloud.

"I think actually if she gets her GED that works the same. And, Doc, you could ace that on the first try. I'll even go with you to take it if you want," Max assured her.

"Yeah, I think Max is right. Then you could take the SAT at the same time I do. I'll even pay for it so Hopper doesn't get his panties in a wad," Mike offered. "So then you'd be in the same boat as any of us, just waiting to see if you get admitted. But where? I mean, I'd go to whatever school _you_ wanted to go to."

"I don't think it can be _too_ expensive," El said quietly.

"Yeah, and Hopper's most definitely gonna want to keep you here in state. Maybe we could all go here and then for post-grad we could go somewhere more exciting," Mike said.

"I think he's gonna have to be talked into letting me go," El hung her head. "I saw a commercial for IU this morning and he just seemed annoyed."

"Mike and I will handle Hopper," Max promised. "He didn't get you all those books and charts so you could sit alone in a house by yourself. He just needs some coaxing."

"I mean, IU is a good school. And it's public so not terribly bad on price," Mike reasoned. "Maybe we could get Hopper some season tickets to sweeten the deal," Mike grinned at El. "It's gonna be okay. I promise."

"It's already mid-January. We should kick this into gear. El, you said Hopper was home this morning. Is he still there?" Max asked.

"He doesn't work today, so he should be," El replied. "But I think I should do the GED thing first. Ugh, I feel like there isn't enough time."

"Calm down. You're so smart, all you need to do is take the test. They give them all the time," Max said, reassuring El. "I'm sure we can go to the testing center next week. Usually people have to take classes to study for it but I doubt you'd need to, Doc. We can just go and I'll wait for you while you take it."

El sighed with relief. Maybe Mike was right, if she got the GED score she needed then she'd be in the same situation as he was, just needing a good score on the SAT, which she'd been practicing for years.

"Thanks, Max. I'd feel better if you went with me."

"And I'll go ahead and sign you up to take the SAT at the same time as I do. Max? What about you? You're going to college, right?" Mike asked.

Max sighed.

"I haven't really given it much thought. I do fine in school but I don't know what I like, want to _be _or anything."

El took Max's hand.

"Please take it too? I don't want to be apart from Mike, and I want to go to college, but I want to have you there too. Isn't college supposed to be where you find yourself? You don't have to know what you want to be. I just want you to be _there_."

Max couldn't deny El's pleading eyes. She looked at Mike.

"Is this some other power she has? Why can't I ever say _no_ to her?" Max asked with fake annoyance.

Mike laughed.

"Yup, it's like you'd rather cut your own foot off with a spoon than to tell her _no_. I know _exactly_. Should I sign you up too then?"

"Go ahead. I guess this means I should start studying more," Max admitted.

"We can all study _together_," El said more excitedly.

A few days later Max took El to the learning center to take her GED test. She had every confidence that El would pass but still found herself worrying. Max needn't have worried at all though.

Instead of the two or so weeks to get the scores back like they'd thought, El and Max were told El would have her scores by the following day. Max knew El was smart, but seeing the scores herself made her jaw drop. El had received a perfect score. She only needed a passable score on the SAT and permission from Hopper and she could be on her way to the rest of her life.

But Hopper…he was possibly the hardest test to pass.

Mike, El, and Max waited until Hopper's next day off before they approached him about college for El. Mike and Max showed up at the Hopper residence late in the morning on a Saturday, the Saturday before they'd be taking the SAT one week later.

Mike felt nervous but Max was in control of her emotions. They sat on the sofa, El between them. Hopper regarded them from his chair.

"You three look like you have something to discuss," Hopper said rather gruffly.

"We do," Max replied. "We think El should get to go to college. She at least should get to _apply_."

Mike nodded in agreement.

"Maybe in a few years," Hopper said.

"A few _years_?" El cried, and then _literally_ started crying.

"We know how smart she is, Hop…I mean, _Chief_," Mike began. He became less nervous and more confident in himself as he spoke. "All those books you brought her to read, she told me about them. And you know she's better at math and stuff than anyone you know. I mean, you've been having her take a practice SAT twice a year for like three years now. Why would you do that if you were gonna just keep her hidden away?"

"Yeah! And she can label every medical chart. Like even the tiny stuff. El could be like, a doctor, or a _surgeon_, El could be _anything_ but she has to be allowed to do it," Max stated.

"I um, I took the GED test. I passed it," El said meekly, her cries having become sniffles.

"Pshaw!" Max protested. "She didn't _pass_ it, El got a _perfect _score! The first time! She's brilliant and she shouldn't have to watch her life go by from this house."

"You got a perfect score?" Hopper asked.

El nodded.

Hopper sighed, pinching the bridge of his nose.

"When is the SAT?"

"It's next Saturday. I already signed El up and I paid the test fee so you don't have to worry about it," Mike said. "Just please, let her take it. And we'll like, apply to IU. She'll still be here in Indiana. You like the Hoosiers, don't you, Chief? You could come see her and we'll go to a game. I'll apply there too, and so will Max, so she won't be alone."

"Is this what you want, El?" Hopper asked her.

"I want to do this so much," El replied.

"Okay, but you'll have to apply in Indiana and you'll always have to stay here. Unless I move and then you'll have to be in whatever state that is. Time goes by faster than you think. I brought you all those books because I knew someday you'd want to leave. But you can't go too far from me."

Hopper's speech planted a seed in Max's brain but she thought she'd hold on to the thought and address it later.

"You'll let me go?" El asked hopefully.

Hopper sighed.

"If you can get admitted, you can go to IU." Hopper looked at Mike. "I hope you were serious about those games."

Mike felt a weight lift from him and the room suddenly felt less stuffy. Hopper had agreed.

"Definitely," Mike nodded enthusiastically. "I'm definitely serious."

"Can we go to Mike's to study?" El asked.

"Is that what you'll really be doing?" Hopper shot back.

"The test is next week and while El is brilliant, I am _not_ so I need all the help I can get," Max answered.

"Fine. Go study."

Before they left El hugged Hopper.

"Thanks. I need this," she whispered into his chest.

"I know, kid. I know."

The three of them spent every evening of the following week studying in Mike's basement. After the second day of studying, El decided to take it upon herself to reward both Mike and Max when they got a concept down correctly. She did this by making out with whomever had made a breakthrough.

Mike found it funny, because while he might not be as smart as El, he definitely had the concepts down so El would kiss him just because his handwriting was neat or because he pronounced a word correctly.

And Mike didn't mind El praising Max the same way because it was both hot to watch and he knew the rewards were causing Max to catch on much more quickly.

"We should continue our study group even after the SAT. I like when we hang out," Mike said as he watched El kiss Max.

"I'm fine with that," Max agreed.

"Won't it be so great if we all get in? I mean, I've never been _anywhere_ so IU is fine for me, but I always thought you'd go somewhere more exciting, Mike."

"How exciting could anywhere possibly be if you aren't there too though?" Mike asked genuinely. "Besides, we can go somewhere _exciting_ after college. Where would you want to go if we could go anywhere?"

"Hmm, I don't know. I guess it would depend on what I end up being," El said.

Max coughed.

"Um, _cough_, doctor."

"Maybe. I think I'd like to travel and see places. Then live somewhere I like that has lots of fun places to eat and things to do."

"Well wherever it is, I hope you'll want me to be there too," Mike said, taking El's hand.

"Well you'll _have _to be," El stated plainly. "If you're not there then I won't be home."

After taking the SAT, all they could do was wait for the scores to come back. They spent the majority of March trying not to worry about it. Finally in April their scores were mailed to them. El scored a 1600, which was expected but still exciting since it was the _real_ test. Mike scored a 1490, almost 200 points better than he'd gotten his previous time. Even Max was surprised at how well El's study sessions had worked, scoring a 1260.

So all that was left for them was to apply to Indiana University. Of course, all three got admitted. They'd be together in Bloomington for the fall semester.

* * *

One Saturday in late April Max went to Mike's house. She had something to discuss.

"Is El here?" She asked when Mike opened the door.

"No, I'm going to go get her and we're going out later. Why?"

"Good, I need to talk to you. Basement?" Max asked.

"Sure."

Once downstairs Max looked around, remembering all the things she and Mike had done in the basement and in his bedroom and in his car and just generally _everything_. She thought remembering it all would make her sad, but she'd been wrong. It all seemed so different now with El there. She felt like the person she was _before_ El no longer really existed, or had been made better simply by knowing El at all.

Max sat down on the sofa.

"You know what Hopper said? About El always having to be in the same state as him? I was thinking…if you guys were _married_ then Hopper wouldn't really have any say in the matter. I mean, we're all technically adults. After college, why should she be stuck here? If she married you, then like, you know hopefully this would never happen but, if she was on like life support or something, _you'd _be the one the doctors would look to. Not Hopper. You'd have final say. Bleak as that sounds." Max tried to chuckle but found it difficult having just spoken of El and life support in the same sentence.

"You're right. I don't know why I didn't think of it," Mike said.

"Well you're 18, that's why," Max kidded him.

"I really do love her," Mike said quietly.

"I know you do. I always knew. Hey, Mike? I'm glad we're like, real friends now."

"So am I. You're really cool, Max. And El loves you. Not just because of fooling around and stuff either. She like, _loves_ doing anything with you. And she likes the nickname you gave her. I think you make her feel special in a way I can't really. She loves being your friend."

"Fuck. She really is the best thing ever, huh?" Max asked Mike. "We're really lucky, aren't we?"

"God, I can't wait to see her now, Max. I still have like three hours," Mike cringed.

"Wanna play some Double Dragon?" Max asked, smirking. Then she fell onto the floor laughing. "I'm _joking_! I just wanted to see your face!"

"_Very_ funny," Mike said, not annoyed but not happy either. To Max his expression looked a lot like the one he'd worn so much when she first moved to Hawkins.

"I've got some errands to run. You'll make it, Wheeler. Just think about what I said. I think it's the answer you're looking for and I have a pretty good idea that it would happen eventually anyway."

Max left and Mike sat in his basement thinking about what she'd said. If he married El, if El was his _wife_, they'd be a family. They could go anywhere El ever wanted. Mike had never been so down with a plan.

His main problem was that he didn't have a lot of money. He needed to save for the fall and besides, Mike had never been one to think the idea of promise rings was anything but stupid. He was all about promises but he thought the people who would give those sorts of rings didn't really mean it. Mike found it childish and not at all romantic.

He was still thinking on his way to El's house to pick her up for their date. They hadn't planned anything in particular other than just doing something together.

When El answered the door Mike could barely speak. After Max's idea and thinking about it all day, seeing El was like seeing a unicorn. Mike couldn't believe she was in his life.

"Why are you being weird?" El asked.

"Me? I'm not. I just…I just was really looking forward to seeing you today and when I did, I kinda lost all ability to function like a normal person."

El kissed him.

"Is it back now? Your ability to function?"

"I don't know. You may need to be in charge today," Mike admitted slyly.

El grinned mischievously.

"Then we're going to the mall."

Once at the mall they had no interest in shopping. They had planned earlier in the week to eat but once they got there, they wanted something else. El took Mike to the photo booths she and Max had used in December, wanting to take pictures of the two of them.

While in the photo booth Mike and El were able to make different faces for their pictures, making sure at least one of them was of them both smiling. They could hear the snap of the camera and could also hear the sound of the little strip of pictures being printed outside the booth. They didn't bother with them, because by that time they were in the throes of making out. The camera still took pictures while Mike and El rubbed against each other, her on his lap. It was getting very hot in the booth, quickly. El unfastened Mike's jeans and put her hand on his pulsing cock. Then she hiked her skirt up more and placed his dick against her panty clad and very warm center, causing it to push into her slit with her hand.

"Mike, we should go someplace else. Somewhere we can be _alone_," El said between deep kisses.

Mike scanned his brain for where they could go.

"Okay, I think I know a place."

They reluctantly pulled themselves apart and before leaving grabbed their strips of pictures, three of them by the time they left the booth. The first set was normal, just them smiling and laughing and one goofy face, but the other two were much more passionate, having had captured the couple in the first stages of what could only be considered love-making.

They laughed as they looked at the pictures.

"Come with me," Mike said lowly.

El walked quickly with him to his car and didn't question where they were going. She watched the town fade away after a few minutes and noticed they were heading to a wooded area. She thought she recognized the place. When Mike stopped the car and they got out, El knew why she recognized it.

"You were here with Max once," El said quietly. "I mean, it's okay, I want to be alone with you and there aren't many places to do that, but I remember…"

Mike thought back. He _had_ been there with Max. He remembered the night he thought he saw El and then he couldn't finish so he'd taken Max home.

"We can go somewhere else. God, El, I'm sorry. I…I saw you. That night. I don't know how but I _did_. I cried."

"Yeah, sometimes when I was stressed out in the void I'd accidentally make myself visible. I was stressed out that night. But…we can stay. Make our own memories?"

Mike picked her up and sat her on the hood of his car, pulling her panties down in one motion.

"Is that okay?" Mike asked.

"Hmm, I'm not sure. You have a lot more clothes on than me now," El said coyly.

"Can you fix that for me?" Mike asked her back.

El smirked before unfastening his jeans once more. She pushed them down over his ass, making sure to push his gray briefs down as well.

"I think now we're even," El whispered. She wanted to look at Mike's face but in the daylight outside she was mesmerized by the size and hardness of his cock.

Mike, not being able to resist any longer, closed the gap between them and started to kiss El. If the photo booth had been passionate then his kiss on the hood of his care was _fire_.

El thought any second she'd feel him slip into her, but she didn't. She was getting desperate. Mike was just kissing her and while it was amazing, El wanted to feel him even more.

She scooted forward as much as she could without falling from the hood of the car, seeking Mike with her body.

Mike sensed what she wanted but still he held off.

"Want something?" He asked in amusement.

El called his bluff.

"I want you to put your hard cock inside me. I want it _right now_."

_Oh fuck, she's not screwing around!_

Her tone was pleasant enough but Mike could tell she was needy and desperate and wasn't above making him do what she wanted if she had to. El had the power to make him her slave.

Mike gripped her ass with his large hands and held her close while he eased his dick inside her waiting and wanting pussy. El sighed.

"Is that better," Mike asked, slowly pumping into her with long, deep strokes that made El whimper with every thrust.

"Uh…huh. Just needed you _inside._"

"Want this forever? Whenever you need it?" Mike asked.

"Oh, Mike, it's not g-gonna take l-long. You…making me w-wait, I…needed it and n-now it's gonna be qu-quick," El stuttered.

"You can be quick. You can be anything you want. God, you're so beautiful all the time, but when you're about to cum on my cock, you're like…a fucking _angel_."

El tensed then. She'd been letting Mike hold her hips and her ass and hadn't really been using her legs, letting Mike do the work, but as she felt her climax approaching she moved her calves around his waist and pulled herself as close to him as possible.

"Mike! Oh, just like that. Fuck meeee!" El squeezed her legs, forcing Mike even closer and even deeper into her.

Mike felt the spasms, he felt her throbbing around his cock so deep inside her. He felt her fingernails on his shoulders as she gripped them with the force of her orgasm.

"Yeah, do you know how good it feels when you do that? When I feel you cum on me?"

El panted.

"Is it…as good…as when you cum…_in_ me? Use my pussy, Mike. Make yourself cum really hard. I want to feel you do it."

"Fuck," Mike kissed her again. "You…I _love_ you so much."

Mike thought about how lucky he was. He was still thinking about it as he emptied himself deep into El's body, feeling her still quaking slightly every now and then from her own climax which had happened minutes before.

Mike's luck helped him again one day in mid-May. As he was leaving the library, he ran into Mr. Clarke, his former middle school science teacher.

"Mike! Hey, how's it going?" Mr. Clarke asked, clearly happy to have run into him.

"It's going great! Just got into IU, gonna go there with my girlfriend," Mike said.

"Your _girlfriend_? Do I know her?"

"Um, you actually _did_ meet her once. But then she was gone for a long time and I thought…I thought she'd never be coming back." Mike could feel his smile dropping away as he remembered the years without her. "But she _did_ come back. And she's the best _ever_. Like, I think our love is greater than the entire cosmos. I'm gonna ask her to marry me."

Scott Clarke thought back over the years. He remembered the winter of 1983, how Mike's demeanor had changed and had not gotten better the next school year. He smiled, remembering the day in the hallway when he'd met a strange girl and Dustin and Lucas answered for her more than they should have.

"Came back from a bad place, huh? Those Swedish temperatures…_sub-zero._"

Mike's jaw dropped.

"Um, yeah. She's not really my cousin. But I hope she'll want to be my _wife._"

"I know. Dustin and Lucas were acting weird even for them. You know? You saying your love is greater than the cosmos makes me think of space. I know a guy who collects meteorites. He really prefers big ones but I know he has a lot of small ones that would look amazing set into a ring. Want to visit him with me? We play cards together on Thursday nights. You could tag along."

"Really? Yeah, that would be great. Thanks, Mr. Clarke!"

"Just come by my house before 6:00 on Thursday. And tell Eleanor I said hello," Mr. Clarke smiled.

"You can call her El, and I totally will tell her," Mike said. He couldn't stop smiling even if he tried.

On Thursday Mike went with Mr. Clarke to the home of Mr. Clarke's collector friend. Mike was dazzled by looking at the man's collection. He'd not seen meteorites so big even at the museum, though he'd never been to the Smithsonian or anywhere like that. He told him of El, leaving out parts that would draw too much attention, but basically saying that he thought she'd died, only she hadn't, and now she was back. He told of his depression through the years and how upon her return he felt alive again.

The collector was sympathetic.

"I'm a sucker for true love. Look through these," he said as he removed a metal box from a shelf. "These are the small ones. I can't display them without taking up all of my space, which I'd like to save for my nicer pieces. If you find one you like, you can have it."

"I can _have_ it? Like, _for free_?"

"Sure thing.

Mike looked into the box of little rocks that had once been in deep space. Some twinkled in the light, their black surfaces ridged with so many cuts from their actual trip through space, through Earth's own atmosphere, to the ground.

"Wow, these are so _cool_," Mike uttered. His fingers brushed over one that seemed to call to him. Mike wasn't sure how meteorites were measured, he didn't know if it was carats like diamonds, but the one he was holding was about the size of the diamond on his mother's ring. It wasn't ostentatious but it was a good size for a ring.

"Is this one okay for me to have?" Mike asked.

"I think that one will work quite well. Do you have a band for it?" The man asked. "Because I dabble a bit in jewelry making and I could set it for you. Just need to know what metal you like."

Mike thought about it. He knew El liked silver things and this little meteorite would look very lovely on a silver ring.

"Silver?"

The man chuckled.

"I think you'll have to choose something like white gold or platinum, unless you want sterling silver. But personally, I'd go with white gold. Platinum is too expensive and sterling silver is too cheap. Here, let me show you want I have."

Mike and Mr. Clarke followed the man through his house to a small workroom at the end of the hallway. Mike could see that this man maybe did more than _dabble_ at jewelry making.

"You want something engagement-y, right?" The man asked as he brought out a velvet lined shelf from a jewelry case in the closet. None of the rings had stones set into them.

Mike immediately saw one that was so perfectly _El_ that he almost reached for it.

"I really like that one," he said, pointing to a ring.

"Aha! Good choice! That's 14 karat white gold and it will look absolutely stunning with the meteorite you chose."

"How much will it cost though?" Mike asked tentatively.

The man smiled.

"Son, this is only a hobby of mine. The meteorite trade has been good to me. I'd do it for you for free. All of it. When you told your story I noticed your lip trembling. You really do love this girl and it shows. The world is a dark enough place. If my doing this will make it brighter at least for you, then I'm happy to do it."

Mike swallowed hard. Mr. Clarke noticed.

"It's okay, Mike. I've known him for years. He's not kidding."

"Um, okay then. Thanks so much. Actually, _thanks_ doesn't seem like it's enough. I don't know how to thank you."

"Just get your girl, Mike. Take this shooting star and place it on her finger for forever."

"That's definitely my plan," Mike agreed.

"Stop by again in a week or so. I'll give you my number. I'll have it ready for you and you can come pick it up."

On the way back home Mike couldn't contain his excitement.

"It's gonna look so _awesome_! Mr. Clarke, I don't know how to repay you either. I mean, if I hadn't run into you the other day, if I'd gone to the school library instead of the public one, if I'd done _anything _differently I wouldn't be about to get the most amazing ring for the most amazing person I know."

"So do you know how you'll ask her?" Mr. Clarke asked.

Mike thought about it, coming up short on ideas.

"I don't know yet. I want it to be special. I need to think of something _big_."

The next week at school, which was very near to graduation, the Party was in the hallway of Hawkins High School when Will brought up a new subject.

"We should definitely take a senior trip," he said.

"Dude! We so should. This is our last summer together since I'm going to Ball State and you guys are going to IU. Lucas is going to Notre Dame and Will's taking a gap year. It might be the last time."

"Hey, I'm gonna go to school too. I just want to go to Europe and backpack around for a bit," Will assured him.

"Where could we go? It has to be somewhere not too far away so Hopper will let El go," Max reminded the group.

"Somewhere _fun_," Lucas said.

"Obviously," Max rolled her eyes.

"How about somewhere with like, roller coasters? Like an amusement park, but a good one," Dustin asked.

Hearing Dustin's question gave Mike an idea.

"Hey, how about Cedar Point? Mike inquired. "It's only like four hours away. I mean, we'd have to stay in a hotel one night but I bet we could get Hopper to let El go. Plus it has some of the best roller coasters in the country."

"Ooh, and if we went like right at the end of May it won't be too crowded yet. That would be the _best_!" Will added.

"I'm in," Lucas said.

"Me too," Dustin and Will said in unison.

"You know I'll go, and as long as he'll let her, El will go too," Max agreed.

"Then I'll beg the Chief. Literally. I will get on my knees and beg the man to let her go with us," Mike said in complete sincerity. He _needed _El to go, not only because it would be way more fun with her there, but because Mike had just formulated a very enticing plan for asking a very important question.

**A/N: In the final chapter they'll go to Cedar Point and El will experience all sorts of rides (wink, wink, nudge, nudge, say no more). Thanks for reading.**


	23. Chapter 23

**"The exodus is here. Happy ones are near. Let's get together before we get much older." -Pete Townsend, Baba O'Riley, The Who, Who's Next, 1971.**

**The final chapter plus epilogue. It is not short. I tried my best, I really did. I should also mention that it's 1989 in this chapter so they ride some rides at Cedar Point that are now gone. Had to do a lot of research on that.**

* * *

In the end, Mike didn't have to beg. To his surprise, to _everyone's _surprise actually, the Wheelers decided to treat the kids as a graduation gift. They'd take care of hotel rooms for two nights and admission tickets to the park. The only hiccup was El, but Karen Wheeler no had intention of leaving her out. After a phone call to Joyce Byers the women banded together and Jim Hopper had no choice but to let El go with her friends to Cedar Point. He couldn't handle the nagging.

It was decided that they'd take two cars since no one had anything large enough for six teenagers and their bags, using their Supercoms to communicate while on the road for the four or so hours it took to get to the park. They arrived at their hotel a little after 9:00 p.m., giddy and excited for the next day.

Max, El, and Mike shared one room with two beds and the boys shared another. It took a while to go to sleep since they were all so excited. Mike and El used the extra time awake, going from touching and playing to all out fucking in a matter of minutes. Max listened from the other bed. The sounds themselves were enough to make her wet so Max slid her hand down under the covers and into her panties as she listened to her friends and the noises they made. Hearing their breathing and El's soft moans, how it was obvious that El was on top from the squishing noises, Max pictured it in the dark and timed herself. She rubbed with El's movements on Mike and quietly came as she heard El shudder.

El awoke the next morning feeling oddly horny. She thought perhaps it was the excitement of her first amusement park. Still, she liked the feeling and rather than get it out of her system while they were still in their hotel room, she decided to make the day a game of teasing and then maybe she'd find an opportunity to do something even more exciting than roller coasters.

El had never been on a roller coaster but she couldn't imagine it would be better than sex with Mike.

"I'm gonna take a shower," El whispered to a sleepy Mike as she straddled him, still naked from the night before. She felt him spring to life between her legs.

"Not yet," Mike mumbled sleepily.

El kissed him slowly.

"Wear something that won't tent out too much. Today is gonna be _fun_," she murmured into his ear before slipping off of him and slinking to the bathroom.

"I heard that," Max said from her bed. She thought about hearing everything the night before as well. She had so badly wanted to join but she'd refrained. "Better look alive, Wheeler. She sounds like she has some ideas."

"I'm gonna have a hard-on all day, aren't I?" Mike asked.

"Hmm, not sure. But right now, so we get there on time, I'm gonna go join El. Save some water. Maybe think about that. See if it helps." Max winked and then laughed, getting out of bed and heading to the bathroom.

Mike ran his hands through his messy hair. Already he was feeling nervous. Once Max was in the bathroom with El, he got out of bed and took a little velvet box out of his bag. He'd picked it up two days earlier and he could hardly believe that by the end of the day he was going to give it to El. No one knew it was going to happen. He examined the ring for what seemed like the millionth time in the past two days. It was everything he'd hoped it would be. He could hear the girls laughing in the shower and then the water stopped. Mike stowed the ring in his backpack, which he'd brought to carry anything they might buy or win.

"Your turn," El said seductively, smiling at Mike and wearing only a towel. "We'll be ready when you get out. Unless you want to dry me off?"

"Nope! No time for that," Max commanded. "We want to be there when it opens. You guys can get creative at the park." Max pointed to the bathroom, indicating that Mike go take a shower. "Don't worry, Mike, I can help her dry off."

Mike groaned and entered the bathroom. He thought maybe he should use cold water for his shower.

When Mike emerged Max was gone, leaving only El in the room. She was wearing little light gray cotton shorts and Mike's old Ghostbusters t-shirt. It was white with red ringers on the sleeves and collar and just the logo on the front. On El, it fit tightly around her breasts. The sleeves stopped in just the right place, making the shirt even sexier on her. She had tied a knot in the bottom, pulling the excess material to her side using an elastic hair tie. It caused the shirt to be tighter and allowed her toned abs to peek through if she moved in certain ways. Mike noticed that she was not wearing a bra.

"Hey that's mine," he faux whined.

"Your mom gave it to me. I like it. I like wearing something that was yours when we were younger. Max went to make sure the guys were getting ready."

Mike got dressed, remembering what El had said. He decided on a pair of black Air Jordan basketball shorts. They were baggy. Mike hoped they'd be baggy _enough_.

"I like that shirt," El said as she watched Mike rummage through his clothes. It was the Star Wars shirt she'd worn the day she and Max had argued and then fought and then _other things_.

"Then I'll wear it," Mike agreed, slipping it over his head. It was one of his favorites anyway.

They met up with the rest of the Party in the hotel lobby. Everyone piled into one car and headed for Cedar Point.

El's eyes were everywhere once they entered the park. She'd never been to such a place, hadn't even really seen anything like it on television. There were tall metal tracks of which El was uncertain. She could smell all sorts of good food. She didn't know where to even begin, her senses were so overloaded.

"Cool, not too crowded," Will said. "Let's go ride some stuff!"

"Let's start here and just kinda go in a circle around the park," Mike agreed.

El held Mike's hand and followed along. She'd never been on any rides and was cautiously optimistic. She could see that they were heading to a tall tower. She knew how she was feeling regarding Mike but she wanted to ride a ride before she commenced with her game.

"Ooh, Demon Drop!" Dustin exclaimed. "We'll split it. Me, Will, and Lucas in one car and Max, El, and Mike in another."

The line was barely existent so it only took a few minutes until they were seated in the car. El, Mike, and Max went first.

El was apprehensive as the car started to rise. She knew the appeal of the ride was that it went up and then dropped at a fast rate but El wasn't sure what that might feel like. As the ride finally halted, slowly moving to the edge and holding itself in place before the drop, El was suddenly scared.

Max sensed it was taking longer than it should. Mike noticed at the same time as Max.

"El," he said, taking her hand. "It's okay. It's _supposed_ to do this. We'll be fine."

"Yeah, Doc," Max took El's other hand. "You have to let it do its thing."

El sighed and squeezed their hands. Instantly the car started its journey toward the ground. It was only a few seconds, but El felt the _whooshing _sensation in her stomach and it excited her. Before she had time to really enjoy it, the ride was over.

"Can we do it again?" She asked. "I wasn't really ready. Now I am."

With it still being very early in the season, there weren't too many people in the park so Mike could see no issue as to why they couldn't ride it again. They hopped back in another car right after watching Dustin, Lucas, and Will drop down. El let herself feel all of it the second time. She took in the view of the park from the top and then savored the anticipation of the car dropping, not really knowing when it would happen. It was still a very fast trip to the bottom but El enjoyed it a lot more the second time.

Crossing the midway to start circling the park, they rode a carousel but found it to be rather childish. Even El thought so. She'd developed a taste for more exhilarating rides.

"Log rides are fun," Will said, spotting the sign for the Mill Race ride. "I wonder if we'll get wet."

Since there were too many of them, once again the group split into two smaller groups. Mike spent the first part of the ride pondering Will's statement. El was wearing light gray shorts, _tiny_ ones. If she got wet, he wasn't sure how he'd react to it.

It didn't help that she was between him and Max and would push herself back against him at every turn of the ride.

"I'm supposed to get wet on a log ride, right?" El asked coyly, leaning into Mike and rubbing her butt against his crotch. Mike's hands moved to her bare thighs.

At the final drop, where Mike feared they'd all be splashed by lots of water, he discovered that the majority of the water splashed forward so they only got some smaller backsplash. None of them were soaked. But El really liked the ride so Mike was glad they'd ridden it.

"We didn't get as wet as I'd thought," Will mused as they walked on.

"I don't know. _I _got pretty wet," El whispered to Mike.

After a couple more spinning rides, they spotted a roller coaster. It would be El's first time.

"This one doesn't go upside down," Dustin said while in line for the ride. "Oh, shit, I didn't mean to say it that way."

El laughed.

"It's okay. I can distinguish between inversion rides and scary places."

"Good. Because those are the most fun kinds," Dustin grinned.

They rode Blue Streak and WildCat. El enjoyed them, getting bolder the more she rode.

"Man, those were more fun when I was younger," Lucas complained. "Can't wait until we find the fast ones."

"We'll get there," Will said. "El is having fun. Right, El?"

"Yeah. Ooh, look at that one!" El pointed to another coaster. It looked different to her. Instead of sitting in train type cars like the others, this one seemed to hang from the rails so the riders were suspended. They were still enclosed, their feet didn't dangle, but El could see from the currently ongoing ride that it swung back and forth as it went along the tracks. El thought it looked fun.

"Yes! Definitely. Good call, Doc," Max agreed, pushing Will and Dustin in front of her as she marched to the formed line of the Iron Dragon.

In line El discreetly let her hand graze over Mike's shorts. She'd press a little more every time, feeling him getting harder.

Mike was glad when they were finally seated in the ride. His cock was hard and despite how baggy his shorts were, he was afraid of walking around with it so rigid. He needed the break of the ride to calm down.

"You're killing me, you know," he said to El as the ride started, still climbing.

"I plan to fix it. I promise," El smirked at him.

Everyone focused on the ride as it started to sway more, swinging left and right along the tracks, dropping into a helix formation. Near the end it dipped down quickly into smoke over a lagoon, as though they were flying through dragon's breath.

"That was _fun_," El said almost out of breath. "I want to find _more_."

"Hey let's go ride the mine ride. I mean, it doesn't go upside down, but it's so rickety it's fun," Lucas suggested. "We're not too far away from it."

On their way they spotted a couple of rides that looked like rides that might promise water splashing all over them.

"I want to play some games," Lucas said as they passed one water ride. "I don't really want to get wet."

"Me neither," Dustin agreed. "Let's ride this mine ride and then we can split up. I want to play games too."

"So do I," Will said. "The arcades on the midway near the entrance looked cool."

"Awesome. Now let me be Indiana Jones for a minute," Dustin said as they shuffled onto the mine cars. They could all fit on one train.

El thought Lucas wasn't kidding about the ride being rickety. She squeezed Mike's hand.

"It's supposed to be like this. Like an old mine train. I know you haven't seen _Temple of Doom_ but Dustin is right about the Indiana Jones feel. Makes it more fun if you think you're gonna fall or that it's gonna come crashing down with you on it."

"They _totally_ should make a coaster just like in _Temple of Doom_," Dustin said from behind Mike. "Have like, tracks inside a cave going over lava. Could have two mine carts at the same time so they almost crash into each other. That would be _rad_."

As the ride progressed, El saw how the boys were right. The feeling of not feeling safe actually added to the excitement.

When the ride was over, the Party split up. They synchronized their watches with Mike, deciding to meet at the Space Spiral at 6:00 p.m.

"See you then. Have fun playing games," Mike said as the boys headed to the arcades.

"I wanna play some games too," El winked at Mike.

They rode White Water Landing, thinking it would be a fun log ride. They were slightly disappointed and deemed Mill Race the better log flume. On the ride though, El used every turn and bump to force herself into Mike's lap.

"This one has to be better," Max said as they approached Thunder Canyon. They occasionally could see other boats go by as they waited in line. The boats were round and had a metal bar in the center for riders to hold onto if they chose. "Oh shit, look at that. They're all _soaked_."

Mike looked over the railing at the river raft style boat as it passed. He could see that they all were indeed soaking wet.

"I need to stash my backpack before we get on. Don't want to get anything wet."

Luckily there were individual bins in the boarding area where they could leave their bags until the ride was over.

Mike found himself looking less at the river rapid scenery than at El, watching her get splashed. Her shirt was completely saturated and he could see her nipples poking stiffly into the wet fabric. Her shorts had gone from light gray to dark instantly as they hit a bump and a giant splash of water flooded the raft.

He was wet too, as was Max. They laughed and screamed as the boat spun through the rapids, almost going completely underneath waterfalls at times, only to spin again and get splashed instead.

Soaked and happy, the three collected Mike's backpack and headed to more rides. Mike spotted a store just outside the ride entrance and thought he'd make the girls more comfortable.

"Hey look, Thunder Canyon Dry Goods. Let's go get you guys some new shorts. T-shirts too. Compliments of Ted Wheeler's credit card."

"Okay, but I want to ride a couple more things before we change. Maybe change when we meet up with the guys? That okay with you, Max?"

"Sure. It's just water. But um, El? The way your shorts are tighter on you now that they're wet, and they're riding up into your ass crack? You cool with that?"

El smiled.

"I can see that _Mike_ is cool with it," she nodded toward his growing bulge. "So I think I can wear the shorts a little longer."

"And why am I not seeing your panty line?" Max asked more quietly.

"You're not? That's funny. I guess I forgot to wear panties today," El stated innocently, but she slid her hand over her ass, making sure Mike was watching, as though she was searing for her underwear and couldn't find any.

She winked, indicating to Max that she was indeed naked under the wet shorts.

In the store El found some gray jogging shorts, almost the same color the shorts she was wearing had been before she got wet, with the Cedar Point logo at the bottom of one leg. Max chose a blue pair just like them. They also got t-shirts which had the logo and the year on them. Mike secretly thought that was perfect. El chose pink and Max chose white. Mike carried the new clothes in a plastic shopping bag in his backpack. It was already after 4:00 so they'd be meeting up with the guys before too long.

As they continued on, El spotted a ride that might be perfect for what she was craving. It was called Witches' Wheel and it was another spinning ride, though the riding cars were totally encased in a cage. Most cars only had one rider but as the ride before theirs slowed, El could see that a few cars did have two riders. They sat flush together one behind the other.

El turned to Max.

"Mind if Mike and I ride together? Will you be okay riding by yourself?"

Max could see the twinkle in El's eye and she thought she might have an idea of what El was wanting.

"Of course! I think you have just over three minutes, so keep that in mind," Max said knowingly.

Mike climbed into the cage of the car and sat down. El sat right in front of him with her back against his chest and their legs straddling the remainder of the seat like a bench. El noticed there were no seatbelts or restraints.

"It's all about centrifugal force. It'll hold us in. Keep us from falling out. You'll see," Mike explained.

The ride started. El wasted no time. She quickly pushed her wet shorts down, revealing her naked self.

"Fuck me please. On this ride. Right now," she panted, searching with her hand for Mike's dick, finding it and tugging his shorts over it.

Mike didn't need to ask questions. He'd been rock hard since the store where he'd bought the clothes. El leaned forward as the ride started, moving up into his lap instead of between his legs. Mike slid his cock through her folds, feeling how slick she was. El leaned again and Mike felt the head of his dick pop inside her. El sunk herself all the way down on him.

The ride picked up speed quickly, spinning in a circle, raising, getting higher as its speed increased. El was plastered against Mike with his dick in her pussy. The speed and the force along with the limited amount of time and the danger of getting caught exhilarated her immensely.

"Yeah, I'm fucking you while we're going upside down. Oh shit! El, I'm so deep," Mike couldn't help but reach around and hold on to El's tits as they spun. The g-forces of the ride caused him to be deeper than he could ever be on land. The gravity pushed them together, causing El to be getting fucked harder than ever.

El squirmed on Mike's hard cock as the ride went totally vertical.

"Oh, so good, Mike. So _deep_. Need it deep though. Need to _cum_." El reached behind her as best as she could while upside down, spinning at an alarming rate, feeling Mike's cock almost throbbing with the force of their spins. She held on to his hair. She felt the ride change, starting to slowly lower once more, though the speed of the spinning remained the same. El wasn't ready for that. While squeezing Mike's cock with her pussy walls El used her mind to send the ride back into its full vertical position once more, if only for another minute.

"Giving you more t-time. Feels so g-good like this. Fill me with cock and cum, Mike. Ride will b-be over s-s-soon. I can't hold it up for long while you're f-fucking me so deep, but d-don't st-stop," El cried, gyrating her hips all that the g-forces would allow.

Mike had never felt anything like it. Feeling his cock inside of El combined with being upside down and spinning very fast made everything much more intense. It worked in his favor though because he could feel that he was going to cum very soon. He'd be spurting into El wads and wads of semen in a matter of seconds. Mike gripped her breasts, rolling her nipples in his fingers.

"M-Mike!" El managed to say as her orgasm raged through her. She could speak no more, the intensity of the pulsing heightened beyond anything she'd prepared for. Her legs shook and she convulsed with Mike holding her tightly against him. El involuntarily kicked her leg out again and again.

Feeling it all, Mike held back until El's insides trembled once more and then filled her pussy with cum. Her teasing him all day, him getting hard and then soft again, had caused a surplus and Mike hoped he'd be finished shooting inside her by the time the ride stopped. He massaged her breasts through her damp t-shirt. El was still shaking and quaking, her right leg was tremoring uncontrollably. The ride started to move out of its vertical position. They were slowly descending and getting closer to the ground.

"Fucking cumming in you," Mike whispered into El's ear as he felt himself erupt. "You're so hot to want me to fill you with cum on this ride. Fuck!" Mike felt another huge spurt fire from his dick. "I've got so much for you."

El felt him blow inside her. She loved that feeling, how suddenly warmth would gush into her and she'd feel his cock throbbing inside her, getting impossibly bigger and making her walls squeeze him even tighter, making her feel even fuller.

The ride was definitely slowing down. El had time to pull her shorts back up as Mike tucked himself back into his own shorts. When it finally came to a halt, El found that she was woozy and could barely walk. She could feel Mike's cum deep inside her pussy, not even beginning to drip out yet. She was laughing as Max found them waiting by the exit.

"Something funny? That was fucking _insane_. I loved it," Max said.

"I should go find a bathroom. Max, come with me?" El asked. She was still giggling. "We can change now if you want. Be dry again."

Mike gave them the clothing in the plastic shopping bag and told them to put their wet stuff in the bag and he'd carry it in his backpack.

In the bathroom El told Max what had happened on the ride.

"Mike just fucked me on that ride," she whispered, not really wanting anyone to overhear. They were together in the handicap stall so there would be more room to change clothes.

"Is _that_ why it seemed to last longer? Did you make it go back up? Oh, and how was it?" Max asked.

"It was like nothing in this world. It was the _best_ kind of upside down. It was so much deeper and harder because we couldn't really move so the ride forces really were amazing. I mean, like g-spot cumming. My leg kicked involuntarily for almost a minute."

Max's jaw dropped. She'd thought they might fool around but she didn't think Mike and El would actually fuck on an amusement park ride. Especially not one like they'd just ridden.

"Look, it's not even dripping out yet. I'm gonna have to reach in," El said, not really thinking of what she was saying.

"Doc, you are something else, you know that? Go ahead, do what you have to do. Don't wanna mess the new shorts up immediately," Max said understandingly.

El had removed her wet clothing so was naked in the stall. She put one foot on the toilet and with her finger gently inserted it into her freshly used pussy. After a second or two it seemed to start working. She sat on the toilet and let Mike's cum leak out, peeing as well to try to help it along.

Max thought it was strangely erotic. She busied herself by putting on her new dry clothes.

El finally was clean and got dressed herself. Liking how the shirt fit, a small t-shirt that didn't hang as low as her Ghostbusters one and therefore didn't need to be tied up, she admired herself in the mirror before they left the bathroom. El liked how it accentuated her breasts.

They reunited with Mike who had been waiting just outside. Thinking they were heading straight for the Space Spiral and their friends, the trio was surprised when they saw another really fun looking roller coaster.

"Let's ride Corkscrew and then we can all ride it again when we come back this way. I know Dustin will want to but we're here right now so we should ride it. You know, make sure it's fun," Mike reasoned. He knew El had quickly grown to love roller coasters and seeing how many times Corkscrew went upside down, literally corkscrewing over the park, it was obvious that she'd want to ride it as many times as she could.

"Do we have time?" El asked.

Mike checked his watch.

"It's 5:10. If we hurry I think we'll have time."

In no time they were in the front of the line. Max wondered if El had anything to do with it. She kept her mouth shut though.

Being in the front of the line gave Mike and El the opportunity to sit in the very front. Mike was excited to see El's reactions.

"Try to keep your arms up when after we get to the top and it really starts going," he told her. "Just watch me and do what I do."

El waited with anticipation as the ride started its journey up a long hill. When it finally arrived at the top El raised her arms above her head, just like Mike did. The coaster dropped and El felt the giant _whooshing_ sensation again before quickly realizing that she was going into her first ever real roller coaster loop. She did her best to keep her arms up but occasionally gravity would slam them back down. She'd raise them again. The coaster banked right and then entered a series of sideways loops which was clearly how the ride got its name. El, Mike, and Max all screamed throughout it, having an exceptional amount of fun. After the loops the ride banked left and they were back at the station. It was short but intense.

"We definitely have to come back and do that again with the boys," El panted, catching her breath.

"Let's go find them," Mike said. He was suddenly feeling butterflies and not because of the roller coaster. Mike's mouth felt dry.

At the Space Spiral they could see Dustin, Lucas, and Will as they approached the base of it.

"Hey we're hungry. Wanna find something to eat before we go up?" Dustin asked as Mike, El, and Max reached them.

"I'm hungry too," El admitted.

"Same here," Max agreed.

Mike discovered that he too was hungry and he wanted a bit more time to plan. Also he thought sitting down sounded like a good idea.

The group got hamburgers and hot dogs, sharing three huge baskets of spiral fries between them. As they ate, they told each other about their day after they'd split up.

"We rode Corkscrew. It was _awesome_," El said.

"Hey! We rode it too! I want to do it again with you guys," Dustin said perkily.

"Today has definitely been interesting," Max quipped, her eyes connecting with El's. The girls both laughed.

"I can't believe in a few months we'll be in college," Dustin changed the tone of the conversation.

"Not me. I'll be in Europe. Gonna hit Amsterdam first," Will proclaimed.

Mike was silent as his friends spoke.

"I wish I could travel. I want to see everything. Hop will never go for it though. He'll never let me," El said, her voice dropping.

Mike let his hand rest on her thigh.

"What if he didn't have a say in what you do?" Mike asked her.

El was confused. Across the table, Max's jaw dropped.

Mike had been feeling nervous but at that moment he felt calm. He felt like it was the easiest thing in the world.

"Come with me? For a minute?"

Mike led El under a small grouping of trees near the picnic table where they'd been sitting. He knew the Party could most likely still hear what he was going to say but it at least _seemed_ more private.

At the table, Max made the boys be quiet, indicating that they should try to listen but not be too obvious.

Mike searched through his backpack, taking the ring from its box. He held it tightly in his fist, not letting El see what was in his hand.

"I love you. I know I always will because I always have. What if Hopper could only give you advice? Couldn't forbid anything anymore?" Mike asked.

"What do you mean?"

"El, I want to go everywhere with you. I want to sit at home and do nothing with you. I want to go to bed with you next to me and I want to wake up with you snuggled against me. Every day. For _all_ the days." Mike was shaking. He looked down and noticed that El's shoe was untied. He knelt to tie it. When he was finished, he stayed where he was. That was what they did in the movies.

El looked down and saw Mike holding a ring up to her.

"Will you be my wife? It'd be us against anything. We'd be a family."

El was speechless at first. Then she pulled Mike from his knees, stepping closer to him. Neither of them saw that their friends had come nearer, watching what was happening.

"Mike, you're the first person who gave me a home. You gave me a _name_. You made me feel like I was a real person, not just a number. You told the Bad Men if they wanted me, they'd have to kill you. I didn't know what a friend was, or a promise, or love but now I know they're all the same." El placed her hands over Mike's. "They're all _you._"

El looked at their hands, noticing again the ring. She liked how it was different. _She_ was different and for once El thought that was a good thing.

"I want to wake up snuggled against you too. For forever. Yes, I'll be your wife. Definitely."

Mike shakily held her hand steady and slipped the ring onto her finger. Then he kissed her.

"Holy _shit_!" Dustin exclaimed as they all looked on. "Can I see the ring?"

"I meant more like when college was almost over but look at you, Wheeler! Lock that shit down!" Max laughed as El and Mike continued to kiss.

"Hey, the fireworks start at 10:30. Let's ride some more and then find a good spot to watch," Lucas said as Mike and El's kiss finally came to an end.

They all looked at El's ring, giving Mike high fives for getting her an object from space.

"Dude, that is awesome," Dustin marveled. "You guys are definitely the Final Frontier."

They viewed the entire park from the top of the Space Spiral. Mike stood behind El, holding her close to him as they all looked down. He pointed out Lake Erie to El. They could see a couple more roller coasters near the back of the park they'd not yet ridden.

On Avalanche Run, a bobsled type of coaster with no tracks, there was enough room on the sled for them all to right together.

They found a few more spinning rides, one where they were pinned to the wall by gravity. El liked the scrambler.

On the sky slide they raced on burlap mats.

"Hey, Mike went so much faster than us!" Dustin complained.

El smiled and shrugged.

_If I can't use my powers to make Mike win a race, what good are they?_

Trying to make their way to the big red metal coaster they could see, the Party once again found themselves at the Corkscrew roller coaster and they rode it together. Everyone tried desperately to keep their arms up the entire time.

On the Gemini coaster, they split up so they could race as the two trains went at the same time, splitting apart before coming back together to finish the ride. Mike, El, and Max rode in the red train while Dustin, Will, and Lucas rode in the blue one. El didn't use her powers, just having fun and seeing who would win. She was actually happy when the blue train won, seeing the happy faces of her friends on such an important day was everything to her.

Finally, they rounded a corner and saw the entrance to the big red coaster, the Magnum XL 200. Mike couldn't seem to keep his hands off El, hugging her and touching her constantly, and El certainly didn't mind. It worked out that Mike and El got the very front seat on the coaster, with Max and Dustin behind them and Lucas and Will behind Max and Dustin.

While El had ridden several roller coasters by the end of the day, she hadn't yet ridden one as big or as fast as the Magnum seemed to promise. She was sitting to Mike's left as the coaster rolled out of the station and began its ascent to the top of a huge hill.

"I'm kinda scared," she whispered to Mike.

"Don't be," he said softly. He put his left arm around her shoulders and reached over with his right hand like he was going to comfort her. Instead he slipped it into her shorts. Immediately he felt her smooth skin, as she still had no panties on, and could feel that El was wet. Mike wondered if she stayed that way.

El had been excited ever since Mike had asked her to be his wife a few hours earlier. She couldn't stop thinking about it. Feeling his hand in her shorts while the coaster clicked its way up to the top of the hill, teasing her exposed clit, not really rubbing, made her gush even more. Mike would tickle her lips and barely touch her. His hand cupped her mound but he didn't push like she wanted.

At the top El felt not only the anticipation of the forthcoming drop, but also the desire to feel more of Mike's hand on her aching pussy lips. She spread her legs more just as the coaster started its first descent.

Mike held her tightly with his left arm and began to really finger her as they dropped at 72 miles per hour. Everyone on the ride was screaming.

"Mike!" El screamed as she felt herself already cumming. He was only touching her clit but the rate of the drop and the wind in her face and Mike turning her on so hard while they were getting to the top made El's body react more quickly. She'd felt how he'd strum her clit and then tease her lips. El knew she was as wet and slippery as she could possibly get.

They rode with Mike's hand in El's shorts, still playing with her even after she came. El didn't mind. On one banking of the coaster she reached down and pushed Mike's hand into her. Then the coaster dipped and went up into a loop.

At the pinnacle of the loop, while they were upside down, Mike slipped his finger into El's dripping pussy. As the coaster finished the loop and came back to upright tracks, gravity caused Mike's hand to press into El harder. The heel of his palm pushed firmly into El's clit while his finger was still inside her.

Mike could feel her cum on his hand. He knew his finger was touching a special place inside and that the force of the ride was magnifying everything.

"Oh God! Oh just like…fuck!" El screamed. Only Mike could tell what she said because of all the other riders' yelling.

When the ride was complete, El didn't look any more disheveled than anyone who rode a fast roller coaster in the very front seat.

"You okay, El?" Max asked as they disembarked from the ride.

"I'm much better than _okay_," El replied, smiling dreamily.

Finding a nice spot to watch the fireworks, El sat between Mike's outstretched legs on the ground while they waited. She was tired, but a _good_ kind of tired. When the show started, Mike held her close. El found the explosions fitting, like a personification of her love for Mike.

After watching the fireworks show and seeing how close Mike and El were, Max thought of something.

"Hey, El? I'm just gonna crash with the guys tonight. Give you two some alone time," Max said quietly when she got a chance

El pouted.

"I want you to stay. I just got _engaged_, Max. I want my best friend to be there. You don't have to do anything, but could you please stay? I mean, I know what's gonna happen. It would make it better if we had an audience. Is that weird?"

Max sighed.

"No weirder than anything else in our friendship. Okay, if that's what you want, I'll stay."

Back at their hotel, Mike was wary of Max staying in the room and watching but El was adamant.

"You'll forget soon. I'll make sure of it," she said as she cuddled into him. Max was still in the bathroom brushing her teeth.

"Everything you wanted to do today? You have time now. I want you to take me. I'm your fiancée now. Show me what that feels like," El purred.

Max came out of the bathroom.

"Want me to turn the lights off?"

"No, leave them on," El answered.

Max could see that El and Mike were already naked. They were on top of the covers, not hiding anything. She hadn't planned to watch, only going along because El wanted her to, but Max found that she couldn't look away.

She watched as Mike started to fuck El. She could see his dick as it slipped inside, stretching El's pussy. She could see El maneuvering herself to take more, could hear El begging for more.

Then the couple reversed themselves, moving El to the top. Max watched her ride Mike, how she would hold herself down on him and jiggle her ass, keeping his cock deep inside her.

"He's fucking me so good, Max. Does it look good?" El asked.

"It does. But I think _you're_ fucking _him_, El. You're doing the work," Max said. She watched them and grabbed a pillow from the bed, placing it between her legs. Max started to hump he pillow as El fucked Mike. She timed herself perfectly, moving in sync with El.

Mike turned his head and saw her. It made his dick even harder.

"Tell us what to do and we'll d-do it," El mumbled to Max.

Max thought about it. She could do worse than direct her own personal porn.

"Mike, put her on her knees. Push her head down. Fuck her from behind," Max instructed.

Mike moved them, doing what Max had said. El was into it, loving being told what to do. Mike deliberately went slowly so all his actions could be seen. He slid his cock back into El.

"I love fucking you like this. From behind. Your ass is so perfect," Mike grunted.

"Touch it, Mike. Don't put your finger in, just tease it. Tickle El's asshole," Max commanded.

Mike rubbed his thumb over El's tight asshole, feeling it flutter. He didn't slip a finger inside, only toyed with it. He could feel El getting even wetter.

"Oh! Do that more, Mike. It feels…do it _more_," El panted.

After a few minutes Max gave new instructions. She was on her knees with the pillow between her legs, grinding herself on it. She could feel the fabric rubbing her naked clit.

"Now grab her thighs from the front, Mike. Fuck her really hard and fast."

Mike held on to El's soft and toned thighs, spreading her legs a bit more. As instructed, he began to pound into her.

"Yeah, she wants that cock. Give it to her," Max said, rubbing harder on the pillow. She squeezed her own breasts, lifting one up to her mouth and licking her nipple.

El was in heaven.

"M-Mike! Don't st-stop!" She cried. Mike was holding her thighs but when she called his name, one hand went to her aroused clit. El could feel him tapping it firmly, then holding it between his fingers, and finally massaging it. She came then.

Max watched El cum. She could see the look of desire and love on her face, and also how her brow scrunched as she felt the waves of pleasure wash over her.

"You just made your fiancée cum for the first time, Mike. Good boy. She deserves to always cum," Max moaned, feeling her own orgasm approaching. She slowed slightly, wanting to hold off.

El was still convulsing in front of Mike, his cock buried in her pussy, his hands gripping her thighs.

"Turn her over, Mike. Make her feel loved. Show her how you feel about her," Max said. She watched as Mike lovingly reversed their position once more, kissing El.

"I really love you, El. It makes me wanna cry," Mike whispered. He realigned himself with her center but he didn't shove himself inside. He made it slow and sensual, wanting to feel everything.

Max watched Mike make love to El. It couldn't be called _fucking_. She watched his deep strokes, hearing El's whimpers and moans, which mostly were drowned out by Mike's deep kisses. Max hoped she'd have that one day.

"Love her, Mike," Max whispered. She humped the pillow again and came all over it. She kept herself quiet because what she was seeing she thought was magical.

As Max looked on, El and Mike came together at the same time. She watched his butt clench as he unloaded into El and Max knew what was happening. El cried out, not being able to keep herself quiet as her body once again exploded with tremendous force, her orgasm causing her to babble and her legs to visibly shake.

"Oh! I feel it, feel your cum! Oh, Mike!" El cried. Her legs locked around his body, desperately trying to hold him in place, which was hard due to the force of her shaking. She heaved into him, feeling everything, and then after held him still, not yet ready to let go.

When El finally relaxed, she could feel cum leaking out of her, but she didn't care. She wanted to keep Mike's cum where it was, so she didn't get up.

"That was something to see, for sure," Max said from the other bed. It was late and after the day they'd had they were all feeling sleepy. "You guys sleep well."

"Max, come sleep with us? Just snuggle on the other side of me? Just tonight. Just surround me," El pleaded meekly.

Max couldn't say no to El. She crossed to the other bed, climbing up and underneath the covers, sandwiching El between herself and Mike.

"Today was fun," Mike said. The lights had been turned off and they were lying in the dark.

"You guys are freaking _engaged_! Hopper's gonna lose his shit," Max mused.

"Doesn't matter. Mike is mine and I'm his. We're a family. Mike's my _family_," El said, as though she was only realizing it then.

Mike kissed El's forehead.

"You've always been my family. I always knew it."

"Night, Mike," El said quietly.

"Night, El. And night, Max, too," Mike whispered.

Max wrapped her arm as far across them as much as she could, trying to hug them both.

"I'm so happy for you guys. I love you both, you know. You make me feel happier. Goodnight." Max squeezed again, feeling El sink into her. She closed her eyes, happy to have such close and special friends.

The three of them drifted off, any worries of the future abolished by the sheer wondrous feeling of their _present. _They'd all go on to do their own things, but they'd always have each other. Good or bad. Up or down.

**Epilogue**

**2004**

El Wheeler had just finished her surgical rounds at Northwestern Memorial Hospital in Chicago and was ready for a three day weekend. All she wanted was to go home, change into something that wasn't scrubs, and be with her husband. Her _husband_. El looked down at her engagement ring which now was accompanied by a wedding band. She smiled. Lately she hadn't been able to get enough of Mike, and that was really saying something because ever since they were teens, El and Mike had made sex a top priority.

At home El changed into a short silk crimson nightgown and nothing else. She could hear Mike, her husband of fourteen years, in his study typing on his computer.

"What are you working on?" She asked as she entered the room. It was full of books, Mike's collection and his own works.

"My editor at Scribner wants an outline of my new book. I'm finishing it up."

El looked at Mike's shelf of his own books. He'd really done it. He'd taken his stories he wrote in his youth, cleaned them up and rewrote some things, and he'd gotten them published. Michael Wheeler was a wildly popular author in the young adult genre.

"I'm really proud of you, you know," El said quietly as her fingers traced over the spines of Mike's books.

Mike smiled, reached out, and grabbed El's hand, pulling her into his lap. El immediately straddled him.

"Which do you like better? The kids' stuff or the smut?"

"The kids' stuff doesn't make me weak in my knees, but I love it. What I like _best_ though is working out your smutty scenarios with you. I like to come up with new things to write about. I've even been thinking of something new I'd really like to try." El's hands went into Mike's hair and she rubbed herself on him, getting more passionate. El wanted to work on a smutty scenario right then.

"Oh? What would you like to try?" Mike asked in a sexy voice.

But before El could answer the doorbell rang.

"Maybe they'll go away," El whispered.

"I think you should answer it. I think maybe it's a surprise." He had a knowing look on his face accompanied by a satisfied grin.

El was curious. She was only wearing a nightgown. She begrudgingly removed herself from Mike's lap.

"I'll have to grab my robe."

"Just go answer it, El. You're fine in what you're wearing. I promise."

Mike followed her down the stairs to the front door, wanting to see her reaction.

As El opened the door, she saw Max's fiery locks even before she saw her face.

"Max!"

"Doc!"

The women hugged tightly in the doorway.

"Mike wanted to surprise you. You don't know how hard it was to keep it a secret last week when I knew I'd be here in a few days."

"You haven't seen each other in a really long time," Mike said.

"I missed you _so much_! I know we talk all the time but," El hugged her again. "I really missed you."

"I really missed you too, Doc. God, it's so good to be here right now," Max agreed.

El decided that her previous plans for the night could wait. She gave Max a tour of their house from the basement up.

"Whoa, shit. _Two_ pinball machines?" Max asked incredulously as she saw the machines, _Star Wars_ and _A Nightmare on Elm Street_.

"Yeah, El is really awesome at pinball. This thing though," Mike pointed at the _A Nightmare on Elm Street_ one, "will scare the shit out of you in the night because it plays the theme song randomly. That's why they're all the way down here while we sleep all the way up there."

Max noticed for the first time really that El was wearing a nightgown.

"Oh, damn. Did I interrupt?"

"No! Well, yeah. But it's the _perfect_ interruption. I'm so happy you're here!" El said with delight.

"Well then show me more!"

They went up to the main floor where El showed Max the living room and the kitchen. On the opposite side of the house from the kitchen was the movie room which was decorated with Mike's posters from his parents' basement along with a few newer ones. The room had been made to look like a mini theater with black fabric covered walls, wall sconces, lounging sofas with cup holders, and a large screen at the front of the room. Max could see speakers on the walls.

"We can watch regular television in here too. Not just movies," El explained.

They traveled up another flight of stairs to the bedrooms and Mike's study. Max left her bag in the guest room, which was at the beginning of a long hallway with the master bedroom at the far end.

"Okay, time to see those books, Wheeler. I can't believe I never knew you wrote. You're a sneaky one," Max chided. "I could go to any mall and shout _Michael Wheeler is at Waldenbooks_ and there would be a stampede of fourteen-year-old girls screaming as they trampled everyone."

"I have to be inspired," Mike said, pulling El closer to him.

"How long can you stay, Max?" El asked.

Max sighed.

"I can only stay until Sunday. So just tonight, tomorrow, and Saturday. I have clients on Monday so I have to get back."

"Your job sounds really interesting," El told Max.

"If I hadn't taken those psych classes with you I might have never stumbled into it. It's like, well I guess I help people but I understand myself so much better now," Max said.

"Like the degradation things?" El asked.

"Christ, El!" Mike complained.

"He tries not to think about it," El said, ignoring Mike's comment. "You know? You guys? Like how he treated you? But I secretly think it's hot to think about."

"El! Come on!" Mike continued.

"Not all the time or anything. But um, well maybe we can get him to talk about stuff with us while you're here. I mean, if you're up for it." El prodded. She still had some things she'd not really described in detail, only vaguely mentioning her times in the void as a teen, and with the way she'd been feeling lately, El thought talking about it very soon while Max was there might lead to something very enjoyable.

"Well I mean, I _have_ learned a lot since then. This sex therapist stuff has shown me some really cringe-worthy things so my shit doesn't seem as bad now. But dealing with these people, I think I've discovered myself more. Like, I don't get with them or anything, but I describe how they can maybe make their lives better. I can't tell you how many times I get home from work and have to change panties because mine are all wet."

"Maybe we can discuss that. You obviously wouldn't mention names, and we wouldn't know who they were anyway, but we can hear some of that and then maybe reminisce? Drink some champagne, just relax. Not tonight though." El looked at Mike apologetically. "We'll ease him in." El winked. Even if Max didn't want to do anything, she thought talking about the old days would definitely lead to a fun night with just herself and Mike.

"I'll show you our room now. I want to get my robe anyway," El said as she pulled Max along to see the master bedroom. Mike followed.

"I ordered pizza. Hope that's okay. Should be here soon," Mike said.

"God, I'm _starving_. Pizza sounds great," Max nodded.

They decided to watch the big screen in the movie room because they could spread out and lounge on the sofas. Max was tired from her flight. Once the pizza arrived they watched reruns of _Seinfeld_ because they didn't have to pay too much attention.

The trio retired early, Max wanting to sleep and El still itching to do something else. The next day they went to The Art Institute of Chicago and on Saturday they caught a midday Cubs game. They'd eaten hot dogs and fries at the game so none of them were really hungry by the evening. They sat on the shaggy rug in the den sipping chilled champagne.

"Tell us about some of the things you've heard at work, Max," El said innocently. They were all in pajamas, El and Max in nightgowns, though Max's was nowhere near as sexy as El's.

"Well I get a lot of people who just don't communicate, so that causes problems. Lots of kinks. You know, _I want to try anal but she won't let me_ and yada, yada, yada. I had to explain to one guy that if his wife doesn't want him to pee in her mouth, that doesn't mean she doesn't love him. It means she doesn't want pee in her mouth. Some things you wouldn't think you'd need a therapist for." Max rolled her eyes.

"But there are some interesting ones. Woman can only cum if she's with her brother. That shouldn't be a turn-on but… And there's another woman who has been having sex with her father since she was fourteen. She describes it and I don't know why she comes to see me because she clearly loves it and doesn't ever want to stop. And the way she describes it is _hot_. I asked why she's seeing me since she likes doing it so much and she just smiled and said _I like to talk about it_."

El was getting warmer.

"Mike, is it okay if I talk about some stuff? From before I came back? When we were teenagers?" She asked.

Mike was feeling buzzed. He felt relaxed and less reluctant to hear about things from the past.

"Sure, El. What do you want to talk about?"

"Both of you know I sometimes watched you. But there was one time, Mike, you were in Max's bedroom. Instead of it bothering me, it turned me on. So I watched and I fingered myself. You wanted to fuck Max in the ass but she wouldn't let you. You used your finger though," El started.

Max remembered that night. She felt herself getting hotter as El spoke.

"I wanted to feel that so while my left hand was fingering my pussy I stuck a finger from my right hand in my asshole."

Mike shifted. Hearing her tell him what she'd done was making him hard.

"I'd moved so I was standing in front of Max," El looked at Max. "At one point I thought I'd made myself visible because it seemed as though you saw me. I froze. But Mike hadn't seen anything so I knew I was safe. I timed myself, pushing my fingers in at the same time Mike pushed into you. I came at the same time as Mike did. He said my name when he came. I almost cried, but then I felt bad for you. You didn't get to cum. So a little later, I came back. I visited you like I visited Mike in his dreams. Or he _thought_ they were dreams."

"I remember. Doc, I think about that all the time. I can still feel how you touched me," Max said.

"Wait, what?" Mike asked in disbelief. He knew they'd fooled around after El came back and they finally became friends, but he had no idea anything had gone on in the void.

"It didn't go as far as you think, Wheeler. It was just light touching. She started by seeing if I was okay because of how hard she saw you fucking me. But then it was really nice. Then it was over."

"Hop came home. I had to go," El explained.

"I didn't watch all the time though. I promise it won't hurt my feelings, but I'd like each of you to tell me where and/or what was the best time when you were doing it."

Max and Mike looked at each other.

"Are you sure, Doc?"

"Definitely. I like hearing about it. I've been so horny lately. I want to picture it. Mike is mine and I know that. I'm not gonna get jealous of something that happened when you both thought I was dead, even though Mike would never say it."

"The best for me was in the backseat of Mike's dad's car. How graphic do you want me to be?" Max suddenly asked.

"Tell me everything."

"He let me cum that time and he fucked my ass and he even choked me a little, which I found to be tremendously arousing. He was on top of me, me on my stomach on the backseat, our legs hanging out of the car a bit. Mike's arm was around my neck. I think he had to put it there because there was nowhere else for it but it was perfect. His cock was spreading my asshole open, his right hand was fondling my clit, and his arm was squeezing my neck slightly. He got me so worked up. I was pushing back to meet him all I could, wanting to feel it deeper."

"Did Mike cum in your ass, Max?" El asked. There was no malice in her voice; only a dreamy tone.

"He did. When I started cumming I gripped him so hard that it made him shoot it all inside me. He ripped my panties though." Max glared at Mike, although she was only kidding.

"Mike, what was the best time for you?" El asked.

"Well I was such a dick, I want to say that now. But there was one day when we all went to the pool. Max teased me and got me hard, sucked my cock a little in the changing room. Then I went to the hot tub. No one was in it. She joined me and rubbed her feet on my dick, letting me see her tits in the bubbly water. Later I had to take her home, I don't remember why, but I still wanted to finish so since Will was out of town I took her to Castle Byers. Made her walk naked from my car to Will's playhouse. Then I fucked her. Or well, it started with her on top but after a few minutes I moved her and fucked her from behind on Will's pallet, then she said _Mike_ instead of _Wheeler_ so I made her stand in the corner and I fucked her there. Slapped her clit, then I massaged it for real, like I would have liked to have been doing to _you_. I wouldn't let her cum until I gave permission. Max, I'm still sorry. I know you were into it but looking back, I was such an asshole to you," Mike admitted.

"I was a bitch too. Don't sweat it. We're all in better places now," Max looked at El. "Is that what you wanted?"

"That works for me," El said softly. "I can _feel_ how it worked."

"I'm glad." Max yawned. The heat of the day at the game and the champagne had made her sleepy. "I want to stay up and keep talking but I think I'm gonna have to go to bed. I'm so _tired_."

Mike and El said goodnight to Max, telling her they'd take her to the airport for her flight in the late morning.

They went to their room as well, though they weren't going to sleep.

"God, I'm so turned on," El breathed, tackling Mike on the bed. "I can feel that you are too."

"Hey before Max got here, you were about to tell me something new you'd like to try. What was that?' Mike asked.

"We should get the things first," El said in her sexiest tone.

A little less than an hour later, Max woke up, needing a drink of water. She could hear moaning. As she walked quietly down the hallway to the bathroom, she could see that the door to the master bedroom was cracked open.

Max peeked through the doorway. Instantly she was aroused. Mike and El were both completely naked. Mike was kneeling between El's legs with his entire right hand inside her pussy. El was moaning in pleasure. On the bed Max could see a vibrator and a string of anal beads next to a tube of lube.

Max gasped and El's head turned.

"Max, come look," she panted.

Max padded over to the bed.

"Will you tell me what you see? Please?" El asked sweetly.

"Wow, his whole hand is in your pussy, El. I can only see his wrist. Does it feel good?" Max asked.

"Uh huh, I've wanted to do it for a while. What does it look like?"

"Well you're completely stretched. I can see how your lips are pulled tight around his skin. Your clit is standing straight up." Max wasn't kidding. El's clit was so aroused it was standing, completely engorged. Max started to rub her own clit without even realizing she was doing it.

"This is so hot to watch. Mike, what does she feel like on your hand?"

"She's so wet it slides in easily. I started slow and built up to my whole hand. I want her to stay tight for me so I don't want to stretch her too quickly. Her lips are so soft and hot brushing against me."

"Max," El asked, breathing heavily. "Do you want to play with us?"

"Do you want me to?" Max asked her back.

Just then El's abdomen clenched and she came on Mike's hand.

"Shit, Mike, what did that feel like on your hand?" Max asked. She was still teasing her clit.

"Sucked it in deeper, drenched it with cum. When I pull it out she's gonna drip all over the bed. That's why we put this blanket down. Felt fucking awesome." Mike left his hand inside El.

"I want him to do this to me in my ass. Want to see that?" El asked Max. "Will you help?"

"Really? Sure. You'll need to be really ready. Like by the time he puts the first finger in, you need to _want _it so much you feel like you might cry," Max explained.

"Why don't you rim her first, Max? Then we'll use the lube." Mike knew Max wanted to play. He could tell by how Max was looking at El, her eyes lingering on her. He could also see how Max was touching herself. If El wanted it, Mike was willing to give her anything.

Mike gently removed his hand from El, scooting over to give Max room. At first Max only teased El's asshole, barely touching it with the tip of her tongue.

"Oh! Lick me like that," El whispered.

Max held El's cheeks apart with her hands. The teasing became more earnest, with Max licking over the hole, getting slower and deeper with each pass of her tongue. Feeling how El's asshole was opening more with each swipe of her tongue, Max finally she let her tongue work its way inside El.

"Your tongue is fucking my ass, Max," El breathed. "Feels so good. I want to feel more."

Max pulled her tongue out of El and tickled the hole with her finger. She watched as it opened for the tip, almost trying to suck her finger inside. Max slipped a finger in up to her first knuckle.

"Y-yes. His whole hand. Want it inside," El answered.

Mike handed Max the bottle of lube. Max squirted a generous amount onto El's ass, making sure the hole was saturated. It dripped down her asscrack, glistening in the lamplight. Then she smeared it all around. Max took the string of anal beads and started to slowly insert them into El's asshole, still sitting on her knees between El's legs.

"Gotta make sure you're ready. Don't want to stretch you too quickly." She watched the beads disappear into El. She watched El's hole stretching as she pushed the beads in further, how it would smooth out at the biggest circumference of each bead until Max finally got to the last bead. She left the biggest bead sticking halfway out of El's ass.

As he watched, almost mesmerized by his wife's asshole slowly being stretched, Mike picked up the vibrator and turned it on. First he touched El's clit with it, then he used it on Max. He liked watching what she was doing to El and thought that Max deserved a treat. From behind her he slipped the vibrator between her legs.

Max was surprised at first to feel the vibrations on her pussy. She was still wearing panties.

"Max, take 'em off. I want to see him do it," El said.

Max shed her clothing and resumed her position between El's legs. Mike put the vibrator back on her needy pussy. Max watched the bead in El's ass, how it would almost come back out and then be sucked in again.

"I think you're about ready for what you want. El, do you want Mike's hand in your ass? You want to feel his whole fist in there? Want to feel really full?" She stroked her finger in and out of El's pussy as she talked.

Max moved next to El with a clear view of what Mike's hand was about to do. Mike handed her the vibrator, which she continued to use on herself. She watched as Mike slowly removed the string of beads, seeing each one come back out. He squirted more lube onto El's asshole. El was still on her back, legs spread, open to him.

Mike started with one finger of his left hand, going very slowly. Then after a minute he added another.

"Want more?" He asked.

"I want them _all_," El replied in ecstasy.

Mike added a third finger. He slid them in gently, twisting his hand as he went in, as though he was screwing it inside her. He massaged from the inside, feeling when she opened more and he could add a fourth finger. Mike corkscrewed his hand in and out of El until he was up to his wrist in her ass.

El moaned loudly the entire time. Mike's entire hand was in her ass for approximately ten seconds before she started to cum.

With quick, loud moans, El came.

"Fuck, you just came with my whole hand in your ass, El. You came _hard_ too," Mike said in awe.

"Don't take it out," she panted, "Wanna cum again. Max, tell me how it looks."

"Your pussy has dripped so much I can see pussy juice on Mike's hand. Oh, your clit is so needy looking, El. Mike is fisting you and your clit is raised at attention. It's so swollen. It needs some help. Mike's occasional tapping isn't enough."

Max leaned over El and gently licked her swollen clit. She used her lower lip, licking El's entire slit from the bottom to the top, pausing at the top to nibble on her clit with only her lips.

"Max! Mike, it's…oh! Again!"

Max didn't stop using her lips on El's clit until she felt El stop contracting.

"You came again so fast, El. Like being stuffed?" Mike asked as he twisted his hand inside her, feeling the softness.

"I had a client who was into this. When she told me about what she liked it turned me on. Watching it is so much better than hearing about it," Max admitted.

El had just cum three times in a matter of minutes. Mike was not in a position to kiss her at the moment, so Max trailed up El's body, from her bare pussy to her breasts, then to her neck, finally kissing her mouth.

El hadn't kissed Max in years so she savored the kiss. She could taste herself as Max's tongue slipped into her mouth.

Mike watched from between El's legs, even more turned on by seeing them kissing.

"Yeah, kiss her while my hand is in her ass. Fuck, El, you feel so good, and you look so _hot_. You always do but right now, this is _amazing_," Mike murmured. Keeping his voice low made it seem naughtier and turned him on more.

"Max," El whispered. "Mike can go a long time. I want to see him fuck you too. Remembering everything tonight…really turned me on. Sit close enough to me so I can touch you?"

Max thought about it. It had been a long time since she'd done anything like that with Mike and El.

"Yeah, Max. If El wants it," Mike said.

"Well, okay. Not like I don't want it or anything. You guys have turned me all the way on."

"Good," El said. "But Mike, leave your hand in my ass while you fuck her. Could you?"

Mike left his left hand in El's asshole, moving to her side instead of between her legs. His feet were near El's head. He got as close to El as he could so his hand wouldn't pull the wrong way and hurt her. His cock was rock hard. He'd shaved all hair from his balls which made his dick look even bigger and thicker.

"Get on, Max. Been a long time. I know you can remember how to do it," Mike said, being only a little like his younger self. He knew Max liked it and while he wasn't going to be an asshole like in the old days, a little jabbing wouldn't hurt. Mike knew it would make her more frenzied.

"Get over yourself, Wheeler," Max jabbed back, but she lowered herself down onto his cock, enveloping it in her warm, wet pussy. Max sighed heavily as she felt herself take it all.

Facing away from El while riding Mike's dick, Max felt El begin to tickle her asshole. El massaged it and teased it, watching it relax more and open slightly. El started to insert the anal beads slowly, slipping another one inside Max every time Max sank back down on Mike's cock.

"Feel nice, Max? Feel full?" El asked.

"Oh, f-fuck yes, Doc," Max replied.

"I liked it when you licked me. You saw I needed it and you did it. I thought you needed to be full so I helped fill you up," El said.

"Oh, fuck! Push all the way in! Both of you! I'm cumming right now!" Max exclaimed. She moaned loudly, her ass so stuffed with beads and her cunt so stuffed with cock. She hadn't meant to cum so quickly but the sensations were too overwhelming.

"Me too!" El screamed. "Hand in my ass…oh _fuck_!"

It took a minute for both of them to recover, but Max finally could use her legs enough again to lift herself off of Mike. She left the beads in and laid down next to El.

"Pull them out at the same time as you take your hand out of El, Wheeler. Do it slowly," Mike instructed.

"Are you ready now, El?" Mike asked.

"Uh huh. Need you in my pussy now," El answered.

Mike gently twisted his left hand while with his right hand he gripped the pull on the anal beads. He pulled his hand and the beads out slowly, watching back and forth to see his hand emerging from his wife's asshole and the beads evacuating from Max.

Max sat up on the bed, moving out of the way so Mike could properly fuck El. He held El's legs up, his balls hitting her ass every time he thrust into her. With both of them bare, Max could see how El had dripped so much that Mike's entire crotch was slick with her juices. She'd leaked so much already.

"I loved your hand in my ass, Mike. Loved you being so far inside me. I felt full and stretched, but it made me cum."

Hearing El made Max begin to gush between her legs. El reached over and played with her while Mike continued to fuck his wife.

"That was the hottest thing I've ever seen," Max whispered. "His hand, no his _fist_, was all the way inside you but you _loved_ it. You wanted _more_. He made you cum so many times, El."

"M-Mike always makes me c-cum. He loves me so much and he f-fucks me so well."

"Fuck yeah I do. You're my fucking _dream_," Mike agreed.

"You always feel so good, you _always_ make me hard. It feels so awesome when you cum on me, how you squeeze me with your pussy, somehow massaging my cock with it. It feels so fucking good when I cum inside you too. I love feeling myself throbbing and growing while you're milking me dry."

"Is he gonna make you cum again, Doc?" Max asked seductively. "Maybe I should stuff something into your ass and leave it there while Mike fucks you deep? Like you did me?"

"Oh fuck, please do that!" Mike cried out.

"God, that would feel so _good_. I'd be so full," El panted as Mike rammed himself into her.

"You two keep talking. It's f-fucking _hot_," Mike stammered.

"Roll her over, Wheeler. You're in the way like that. Let El be on top," Max ordered.

El straddled Mike, leaning forward into his chest so Max could have as much access to her ass as was possible. She felt the cool sensation of Max squirting more lube onto her, causing her to shiver with excitement at what was about to happen.

"Touch it first. Does it look messed up?" El asked. She'd been stretched for a long time. She knew she could count on her best friend to tell her the truth.

"Actually it looks pretty normal. It's not gaping or anything. I guess with the lube and Wheeler's technique you're still the same as before. Way to go, Wheeler! You've come a long way since the campout," Max teased.

As if to answer, Mike kissed El deeply.

"Okay, Doc. Here goes," Max informed her before slipping the anal beads back into El. Each time El sunk back on Mike's cock, Max slipped them in further.

"These were in me and now they're in you, El. Feel good?" Max asked. El held herself down on Mike's hard cock with the beads fully inside her ass. When she moved again, Max stated to slowly pull them back out.

"No, please put them back," El pouted.

"Don't worry, Doc. I'm not finished. Mike hasn't cum yet so there's still some time."

Turning the vibrator on, Max eased it into El's ass. It was quite relaxed so it glided in with little effort.

"How's that?" Max asked.

"I can feel the vibrations so d-d-deep. I feel so full and my asshole is so t-tingly," El replied, almost breathless.

"I feel it too. Shit, that's good," Mike said from underneath El. "Fuck me, El. Use me to cum again."

With her free hand, Max slid the anal beads over her own clit, feeling the bumps working their magic.

"Oh! Oh yes! Oh! Oh! Oh! I'm cumming again," El moaned loudly.

Seeing the contractions caused by El's orgasm with a vibrator in her ass and a cock in her cunt, the rhythmic throbs, seeing El's taint flex uncontrollably, sent Max over the edge too. She watched El continue to fuck Mike from on top, not even having to hold the vibrator in place anymore because El's ass was holding it so tightly.

"I'm about to cum again. Fuck! I love being so full! My ass is full of vibrator where your hand was earlier and it's gonna make me cum again. I'm gonna cum all over…oh! Do it deep! Need it _deep_, Mike! Please!" El begged.

Mike pushed himself into her as far as he could go. He could feel the vibrations inside her and how her walls were clenching him in deeper.

"Cum…" El's legs suddenly shot out, straightening on top of Mike. She squirmed on his cock as she came hard, causing the vibrator to be sucked further into her ass. She came for what seemed like an eternity.

Mike was cumming too, not being able to hold out any longer. He held himself deep, with El's orgasm pulling him in even deeper, and felt himself shoot into El's pussy. Mike could feel her lips squished into his pelvis as his filled her with his hot cum.

Max watched the entire thing. El twitched on top of Mike. He held her in his arms the whole time.

"Just stay there on top of him, El. Mike, don't pull out. Doesn't it feel nice to be inside her? Doesn't it feel nice to have him inside you, Doc? Let him slip out as it happens. Don't do it yourselves. I'll take this out though," Max said as she slowly dislodged the vibrator from El's ass, easing the intensity of the vibrations down a stage at a time as she methodically took it out, making sure to take a while so El could feel every setting.

El hummed in approval, completely spent. She was about to fall asleep with Mike's cock still lodged in her pussy.

"Mike, she's falling asleep. Just stay there. Just hold her," Max whispered. She found another blanket in the closet and threw it over the couple, pushing El's hair, damp from sweat, away from her face.

Mike was fine with that.

"Hey, Max? See you in the morning. And thanks for coming out. She really missed you. I um, didn't _not_ miss you too," Mike said softly.

"We have the weirdest friendship, we three, but I wouldn't trade it for anything. I missed you guys too. Get some sleep. Especially her," Max told him before quietly going back to the guest room.

A little later, El stirred. Mike turned back the covers in their bed and helped her into it.

"You're probably gonna be sore tomorrow," he said. "Or feel like a noodle. I'm sorry."

"Worth it. That was exactly what I wanted. And if I'm sore, you can be my fluff to lean on. I could always lean on you."

Mike kissed her.

"Sleep tight. Sweet dreams. I love you," he whispered.

"Oh, and you'd better believe I want you to write this one," El said sleepily. "Might be time to think of an alias and publish some stuff to make people happy. I'll stay busy thinking of new things to do."

"You can top that?" Mike asked.

"It would be fun to _try_," El replied. "I've wanted to do that for a while but it was even better with Max here. Thank you for flying her out."

"I'd do anything for you, El, and I knew it would make you happy to see her. All I want to do is make you as happy as you make me," Mike said honestly.

El snuggled into him.

"You're literally the best thing that ever happened to me, Mike," El whispered, her face in the crook of his neck.

"Well you make me better. Better at everything. Go to sleep. You're all worn out."

Almost as soon as Mike uttered the words, El fell asleep again.

If absence had fanned the flames of love for Mike and El while they were separated as teens, being together stoked the raging fire. As they got older, they stayed close with Max, though distance and age kept them from acting on past tendencies. They stayed a special group of friends though, their times together cementing their friendship and making it stronger. They were all happy, which none of their younger selves could have said. When El came back it made everything better. It mended three broken people who went on to live happy and fulfilled lives; lives well deserved.

**A/N: I can't believe this is over. It was supposed to go on forever. I can definitely say I feel sad about it. This started out so fun to write, then things happened and I struggled for a long time. Finishing it was difficult but I had to give it my all. It's very special to me, and not because it's Stranger Things related. It's special because of the process, a risky little process that can make one catch feelings hard and fast and deep and lasting. Role-playing is no joke. That's how every Magladin story was written. But I would never have wanted to not do it and I wouldn't want to do it with anyone else. I wrote this with my closest friend in the world (literally) and I hope it was a fun ride.**

**If I write anything else it'll be on my MonsterSquad account, and I doubt really that anything else will be in this vein. I don't think I can write smut again for a while. Anyway, thanks for reading. This has been Magladin. Over and out.**


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